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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20202021
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number: 001-39392
TREAN INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-4512647
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
150 Lake Street West
Wayzata, MN 55391
(Address of principal executive offices and zip code)
 (952) 974-2200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareTIGThe Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐    No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐    No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒    No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐ 
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ☐    No ☒ 
The registrant was 0t a public company as of the last business day of its most recently completed second fiscal quarter and, therefore, cannot calculate the aggregate market value, as of itsJune 30, 2021, of voting and non-voting common equityshares held by non-affiliates as of such date.the registrant was approximately $338,889,839.
As of March 19, 2021,9, 2022, there were 51,148,78251,176,887 shares of the registrant's common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for its 20212022 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K.


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TREAN INSURANCE GROUP, INC.
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Forward-looking statementsForward-Looking Statements

This Annual Report on Form 10-K contains forward‑looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward‑looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward‑looking statements because they contain words such as "may", "will", "should", "expects", "plans", "anticipates", "could", "intends", "target", "projects", "contemplates", "believes", "estimates", "predicts", "would", "potential" or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These forward‑looking statements include, among others, statements relating to our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs and other similar matters. These forward‑looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

The outcome of the events described in these forward‑looking statements is subject to risks, uncertainties, assumptions and other factors, which in many cases are beyond our control, as described in "Item 1A — Risk Factors", and elsewhere in this Annual Report on Form 10-K. Our statements reflecting these risks and uncertainties are not exhaustive, and other risks and uncertainties may currently exist or may arise in the future that could have material effects on our business, operations and financial condition. We cannot assure you that the results, events and circumstances reflected in the forward‑looking statements reflected in this Annual Report on Form 10-K and our other public statements and securities filings will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward‑looking statements.

You should read this Annual Report on Form 10-K and the documents that we reference in this Annual Report on Form 10-K and have filed as exhibits to this Annual Report on Form 10-K with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we currently expect. We qualify all of our forward‑looking statements by these cautionary statements.

The forward‑looking statements made in this Annual Report on Form 10-K speak only as of the date on which such statements are made. We undertake no obligation, and do not intend, to update any forward‑looking statements after the date of this Annual Report on Form 10-K or to conform such statements to actual results or revised expectations, except as required by applicable law.securities laws or other rules and regulations of the SEC.

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Summary risk factorsRisk Factors
Our actual results may differ materially from those expressed in, or implied by, the forward‑looking statements included in this Annual Report on Form 10-K as a result of various factors. Our business is subject to numerous risks and uncertainties, including those highlighted in "Item 1A — Risk Factors". These risks include the following:

Risks related to COVID-19:
We may experience disruptions related to COVID-19, including economic impacts of the COVID-19-related governmental actions;
Risks related to our business and industry:
Our Program Partners or our Owned MGAs may fail to properly market, underwrite or administer policies;
We depend on a limited number of Program Partners for a substantial portion of our gross written premiums;
Our business is subject to significant geographic concentration;
We may suffer a downgrade in the A.M. Best financial strength ratings of our insurance company subsidiaries;
We may be unable to accurately underwrite risks and charge competitive yet profitable rates to our clients and policyholders;
Renewals of our existing contracts may not meet expectations;
We may change our underwriting guidelines or our strategy without stockholder approval;
We may act based on inaccurate or incomplete information regarding the accounts we underwrite;
Our employees could take excessive risks;
We may be unable to access the capital markets when needed;
Adverse economic factors, including recession, inflation, periods of high unemployment or lower economic activity could result in the sale of fewer policies than expected or an increase in frequency or severity of claims and premium;
Negative developments in the workers’ compensation insurance industry could adversely affect our results;
The insurance industry is cyclical in nature;
Our failure to accurately and timely pay claims could harm our business;
The effects of emerging claim and coverage issues on our business are uncertain;
Our risk management policies and procedures may prove to be ineffective;
If we are unable to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us, we may be required to bear increased risks or reduce the level of our underwriting commitments;
We are subject to reinsurance counterparty credit risk. Our reinsurers may not pay on losses in a timely fashion, or at all;
Some of our issuing carrier arrangements contain limits on the reinsurer's obligations to us;
Retention of business written by our Program Partners could expose us to potential losses;
Our loss reserves may be inadequate to cover our actual losses;
We may not be able to manage our growth effectively;
Our ability to grow our business will depend in part on the addition of new Program Partners, which may be unavailable;
We could be harmed by the loss of one or more key executives or by an inability to attract and retain qualified personnel;
Performance of our investment portfolio is subject to a variety of investment risks;
Any shift in our investment strategy could increase the risk exposure of our investment portfolio;
We could be forced to sell investments to meet our liquidity requirements;
We may face increased competition in our programs market;
We compete with a large number of companies in the insurance industry for underwriting premium;
Our results of operations, liquidity, financial condition and FSRs are subject to the effects of natural and man-made catastrophic events;
Global climate change may in the future increase the frequency and severity of weather events and resulting losses;
Because our business depends on insurance brokers, we are exposed to certain risks arising out of our reliance on these distribution channels;
Our operating results have in the past varied from quarter to quarter and may not be indicative of our long-term prospects;
Any failure to protect our intellectual property rights could impair our ability to protect our intellectual property;property, proprietary technology platform and brand, or we may be sued by third parties for alleged infringement of their proprietary rights;
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Technology risks:
Technology breaches, failures or service interruptions of our or our business partners’ systems could harm our business and/or reputation;
We may be unable to maintain third-party software licenses or errors in thetheir software;
Legal and regulatory risks:
We are subject to extensive regulation;
Regulators may challenge our use of fronting arrangements in states in which our Program Partners are not licensed.
Regulation may become more extensive in the future;
Increasing regulatory focus on privacy issues and expanding laws may impair our operations;
Our ability to receive dividends and permitted payments from our subsidiaries is subject to regulatory constraints;
We may have exposure to losses from acts of terrorism;
Assessments and premium surcharges may reduce our profitability;
Changes in federal, state or foreign tax laws could adversely affect our financial results or market conditions;
The discontinuance of LIBOR may adversely affect the value of certain investments we hold, assets and liabilities;
Risks related to our common stock:
Our stock price may be volatile or may decline regardless of our operating performance;
Our principal stockholders are able to exert significant influence over us and our corporate decisions;
As long as our principal stockholders own a majority of our common stock, we may rely on certain exemptions from the corporate governance requirements of the Nasdaq available for "controlled companies;"
Our principal stockholders could sell their interests in us to a third partythird-party in a private transaction;
Sales or issuances of a substantial amount of shares of our common stock may cause the market price of our common stock to decline and make it more difficult for investors to sell;
We will incur significant increased costs as a result of operating as a public company;
We currently do not anticipate declaring or paying regular dividends on our common stock;
Provisions in our organizational documents, Delaware corporate law, state insurance laws and certain of our contractual agreements and compensation arrangements may prevent or delay an acquisition of us;
Our principal stockholders have no obligation to offer us corporate opportunities;
Risks related to our status as an emerging growth company:
We have elected to take advantage of reduced disclosure requirements and other exemptions;
We have elected to use the extended transition period for complying with new or revised accounting standards;
General risk factors:
Changes in accounting practices and future pronouncements may materially affect our reported financial results;
If we are unable to achieve and maintain effective internal controls, our financial reporting could suffer;
The effects of litigation on our business are uncertain;
The Court of Chancery of the State of Delaware is the exclusive forum for certain disputes which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.


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PART I

Item 1. Business

Trean Insurance Group, Inc. ("we" or the "Company") is an established, growth-oriented company providing products and services to the specialty insurance market. Historically, we have focused on specialty casualty markets that we believe are underserved and where our expertise allows us to achieve higher rates, such as niche workers’ compensation markets and small- to mid-sized specialty casualty insurance programs. We underwrite specialty casualty insurance products both through our Program Partners and Owned Managing General Agents ("MGAs"). We also provide our Program Partners with a variety of services including issuing carrier services, claims administration and reinsurance brokerage, from which we generate recurring fee-based revenues. We believe the business that we target is generally subject to less competition and has better pricing, which we believe allows us to generate higher risk-adjusted returns. We believe many of our target markets are experiencing strong secular tailwinds and consequently are growing more quickly than the broader market.

We believe that a number of differentiating factors have contributed to our ability to achieve results and growth that historically have outperformed the broader insurance industry. We believe our multi-service value proposition represents a competitive advantage in our target markets, drives deep integration with our Program Partners and allows us to generate more diversified revenue streams. We seek to carefully identify and select our Program Partners, ensure we have closely aligned interests, and grow and expand these relationships over time. We believe we have a competitive advantage in claims management for longer-tailed lines, specifically workers’ compensation, where our in-house capabilities and differentiated philosophy enable us to have lower claims costs and to settle claims more quickly than many of our competitors. Our business strategy is supported by robust controls surrounding program design and underwriting, ongoing monitoring and reinsurance and collateral management as evidenced by our "A" (Excellent) financial strength rating, with a stable outlook, by A.M. Best Company ("A.M. Best"), a leading rating agency for the insurance industry. This rating is based on matters of concern to policyholders and is not designed or intended for use by investors in evaluating our securities. Our management team has decades of insurance industry experience across underwriting as well as program administration, reinsurance, claims and distribution.

The Company and its subsidiaries are licensed to write business across 49 states and the District of Columbia. We seek to write business in states through select distribution outlets with the potential for attractive underwriting margins, and focus on markets with higher than average premium growth trends. California, MichiganTexas and TexasMichigan are our largest markets, representing approximately 42%28%, 9%13% and 6%7%, respectively, of our gross written premiums for the year ended December 31, 2020.2021.


History

We were founded in 1996 as a reinsurance broker and MGA that targeted smaller, underserved insurance providers writing niche classes of business, predominantly workers’ compensation, accident and health, and medical professional liability.

In 2003, we purchased Benchmark Insurance Company ("Benchmark"), which was licensed in 41 states and the District of Columbia and provided us with an insurance carrier with a financial strength rating of "A-" from A.M. Best. Beginning in 2007, we successfully repositioned Benchmark as a specialty insurance carrier for select, high-performing small- to mid-sized Program Partners. Benchmark is now licensed in 49 states and has an "A" rating from A.M. Best.

In July 2015, we sold an equity stake of 36.4% to certain entities affiliated with Altaris Capital Partners, LLC, a private equity firm (collectively, the "Altaris Funds"). The Altaris Funds subsequently made additional equity investments and owned approximately 55%47% of our Company's outstanding common stock as of December 31, 2020.2021.

We have historically made equity investments in or acquired long-term partners where we believe they can add substantial value to our business. In 2013, we acquired S&C Claims Services, which, prior to the acquisition, had been handling our workers’ compensation claims for over 10 years. In 2017, we acquired American Liberty Insurance Company ("ALIC"), a Utah-domiciled insurance company that was a former Program Partner and writes workers’ compensation insurance. ALIC is licensed or eligible to conduct insurance business, and therefore subject to regulation and supervision by insurance regulators, in 38 states and Washington D.C.the District of Columbia. In 2018, we acquired ownership interests in two additional Program Partners: (i) a 45% common equity ownership in Compstar Holding Company LLC, the parent company of Compstar Insurance Services, LLC, an MGA underwriting workers’ compensation insurance coverage for California contractors,contractors; and (ii) a 100% ownership
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of Westcap, an MGA underwriting general liability insurance coverages for California contractors. We had relationships of 11,
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12 and 12 years with ALIC, Compstar Insurance Services, LLC and Westcap, respectively, prior to these acquisitions. In 2020, we acquired: (i) the remaining equity interest in Compstar Holding Company LLCLLC; and (ii) a 100% ownership interest in 7710 Insurance Company ("7710"), a South Carolina-domiciled insurance company that was a former Program Partner and writes workers' compensation insurance, along with its associated program manager and agency. 7710 is licensed or eligible to conduct insurance business, and therefore subject to regulation and supervision by insurance regulators, in 9 states. In 2021, we acquired Western Integrated Care, LLC ("WIC"), a managed care organization that offers services to workers' compensation insurers to enable employees who are injured on the job to access qualified medical treatment.

On July 20, 2020, we closed the sale of 10,714,286 shares of our common stock in our Initial Public Offering ("IPO"), comprised of 7,142,857 shares issued and sold by us and 3,571,429 shares sold by selling stockholders pursuant to a registration statement on Form S-1 (File No. 333-239291), which was declared effective by the SEC on July 15, 2020. On July 22, 2020, we closed the sale of an additional 1,207,142 shares by certain selling stockholders in the IPO pursuant to the exercise of the underwriters’ option to purchase additional shares to cover over-allotments. The IPO terminated upon completion of the sale of the above-referenced shares.

We received net proceeds fromOn May 19, 2021, we closed the sale of 5,000,000 shares of its common stock, comprised entirely of shares sold by us in the IPO of approximately $93.1 million after deducting underwriting discounts and commissions of $7.5 million and offering expenses of $6.5 million.selling stockholders. We did not receive any proceeds from the sale of shares of our common stock by the selling stockholders. We used or arestockholders in this offering. As a result of this offering, the process of using the net proceeds from the sale of shares by us in the IPO to (i) redeem all $5.1 million aggregate liquidation preferenceAltaris Funds no longer beneficially own more than 50% of the Series B Nonconvertible Preferred Stockoutstanding common stock of our subsidiary Benchmark Holdingthe Company, (ii) pay $7.7 million to redeem all outstanding Subordinated Notes, (iii) use $19.3 million to repay in full all outstanding term loan borrowings underand we are no longer a "controlled company" within the credit agreement with Oak Street Funding LLC, (iv) pay an aggregate one-time paymentmeaning of approximately $7.6 million to Altaris Capital Partners, LLC in connection with the termination of our consulting and advisory agreements with Altaris Capital Partners, LLC and (v) pay an aggregate $3.1 million to certain pre-IPO unitholders and other employees in connection with the reorganization transactions and pursuant to the operating agreements for Trean Holdings LLC and BIC Holdings LLC. The remaining net proceeds will be used for general corporate purposes, including to support the growth of our business. There has been no material change in the anticipated use of proceeds from the IPO as described in our final prospectus filed with the SEC on July 17, 2020 pursuant to Rule 424(b)(4).Nasdaq listing rules.

Our structure

The chart below displays our corporate structure:

Trean Insurance Group, Inc.
Trean Compstar Holdings LLCTrean CorporationBenchmark Holding Company
Compstar Holding Company LLCTrean Reinsurance Services LLCBenchmark Administrators LLCWestern Integrated Care LLCWestcap Insurance Services LLCBenchmark Insurance CompanyAmerican Liberty Insurance Company
7710 Insurance Company
Benchmark Specialty Insurance Company7710 Insurance Company
Compstar Insurance Services LLC


Our competitive strengths

We believe that our competitive strengths include:

Expertise and focus in underserved specialty casualty insurance markets. We focus on select markets that we believe are underserved and where we can achieve higher rates, including niche workers’ compensation markets and small- to mid-sized
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specialty casualty insurance programs. We believe we have few competitors in our target markets due to the specialized knowledge, broad licensing and filing authority requirements and complex operational systems necessary to profitably manage these traditionally longer-tailed lines of business. We believe that most other companies of our size and smaller do not possess these capabilities to the degree needed to be competitive with us, while most larger companies that do have the required expertise and capabilities in these areas tend not to participate in our target markets because their business models eschew the type of customized solutions that are needed when working with smaller, more entrepreneurial partners.

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Multi-service value proposition for our partners. We believe that our focus on the needs of smaller accounts and the breadth of products and services we offer allow us to better serve the needs of our Program Partners and provide us with greater revenue and profit opportunities. We offer our Program Partners reinsurance brokerage, claims administration, underwriting capacity and, in particular, access to our A.M. Best "A" financial strength rating through issuing carrier services. Our ability to leverage our licenses across multiple products in 49 states and the District of Columbia allows us to provide a national multi-service solution for our Program Partners. Our multi-service offering enables us to develop deep relationships with our Program Partners.

Long-term, carefully selected and aligned relationships with Program Partners. We carefully select the Program Partners we choose to do business with, and design our programs to align risks between parties. We select programs with the intention of building long-term relationships, where our business philosophies align and our Program Partners can grow alongside us. As of December 31, 2020 and December 31, 2019, our Program Partners and Owned MGAs that have been with us for more than 10 years represented 54% and 62% of our gross written premiums, respectively. Our management team carefully evaluates potential new programs in conjunction with our underwriting and actuarial departments. We only accept only programs that meet our stringent underwriting and actuarial requirements, and declinerequirements. For the year ended December 31, 2021, we declined approximately 89%96% of the new opportunities that we evaluate.evaluated. For every Program Partner we select, we work with them to appropriately align interests and to establish rigorous ongoing reporting and auditing requirements upfront.

Differentiated in-house claims management. We believe that proactively managing our claims, while also accurately setting reserves, is a key aspect of keeping our losses low. In our workers’ compensation business, our claims philosophy is to provide an injured employee high-quality medical care as quickly as possible in order to reduce pain, accelerate healing and lead to a faster and more complete recovery.

Once an injured employee has healed, we aim to fully settle the claim and obtain a full and complete release of the claim at the earliest opportunity. In California, for the claim year ended December 31, 2019,2020, valued as of December 31, 2020,2021, our average medical cost for the workers' compensation market was $9,860$9,030 per claim compared to the California workers' compensation industry average of $28,686,$27,940, as reported by the Workers' Compensation Insurance Rating Bureau ("WCIRB") at September 30, 2020.2021. For the claim year ended December 31, 2019,2020, we also closed 67%65% of our workers' compensation claims in California within the calendar year following the accident year, compared with the industry average of 38%34%, as reported by the WCIRB at September 30, 2020.2021. To provide our policyholders these processing results, we currently average 8593 open claims per claims adjuster. In comparison, the 20192020 Workers’ Compensation Benchmarking Study by Rising Medical Solutions found that 71%61% of third-party administrators ("TPAs") had over 100 open claims per claims adjuster.

Significant fee-based income. Our business model generates significant fee-based income from multiple sources including issuing carrier services, claims administration and reinsurance brokerage. For the years ended December 31, 2021, 2020 2019 and 2018,2019, our fee-based income accounted for approximately 6.0%4.7%, 8.9%5.9% and 10.0%8.6% of total revenue, respectively. All of our fee-based income accrues outside of our regulated insurance companies, which we believe enhances our organization’s financial flexibility and increases the visibility of our earnings. Within our insurance companies, we cede a significant portion of the risk we originate to our reinsurance partners. These agreements enable us to maintain broader relationships with our Program Partners than our current capital base would otherwise enable. We believe that our strategy has allowed us to scale our business and provides a consistent fee-based income stream to complement our profitable underwriting business, thus providing us with greater revenue opportunities from our Program Partners than we would be able to access in a traditional insurance underwriter model.

Disciplined risk management across our organization. Our disciplined approach to risk management begins with the extensive due diligence performed during our Program Partner selection process and continues throughout the relationship. We have rigorous ongoing controls and reporting requirements, including with respect to underwriting and ongoing Program Partner diligence. Similarly, we maintain rigorous controls over our reinsurance exposures by maintaining stringent collateral requirements to limit our credit exposure. As a result of providing multiple services to our Program Partners, we have
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numerous touch points and are in regular communication regarding underwriting, claims handling, reinsurance placement and collateral management, which we believe enhances our ability to manage risks to our organization.

Entrepreneurial and highly experienced management team. Our management team is highly experienced with decades of experience in specialty insurance markets. In addition to this significant industry experience, our team has a long history of continuity in our business, with 21 members having been with us for over 10 years.business. Our business has been led by our Chief Executive Officer and founder Andrew M. O’Brien since its inception in 1996.

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Our strategy

We believe that our approach will allow us to continue to achieve our goals of both growing our business and generating attractive returns. Our strategy involves:

Growing within our existing markets. We focus on lines of business that have large markets, including workers' compensation with $54$51 billion of workers’ compensation premiums and $81all of our other lines of business written with $345 billion for other liability writtenin premiums in the United States in 20192020 according to the most recent data from S&P Global. There were greater than $40 billion of direct written premiums in commercial property and casualty markets in 2018 produced by program administrators according to the most recent study published by TMPAA. By comparison, we generated $634.2 million, $484.2 million $411.4 million and $357.0$411.4 million of gross written premiums for the years ended December 31, 2021, 2020 2019 and 2018,2019, respectively. We select Program Partners operating in our target markets with whom we believe we can partner to grow within these significant markets. In addition, Benchmark Specialty Insurance Company ("BSIC"), which was created in 2021, will write specialty/niche products through separate program partners, which will provide the group with expanded geographic diversification, rate flexibility and new product offerings on a non-admitted basis opening the excess and surplus lines $66.1 billion market.

Given the size of our markets, we believe that we have ample room to continue to grow our business organically for the foreseeable future. Additionally, as we grow our premiums and capital, we expect to continue to optimize our reinsurance program to drive our risk-adjusted returns.

Selectively adding new Program Partners. We have been selective in choosing our current Program Partners, and will continue to ensure that new Program Partners share our business philosophy and meet our underwriting and returns criteria. We focus on specialty lines and will continue to add programs in these markets. However, we also continue to evaluate potential partnerships in additional lines of business that will leverage our core competencies and provide us with new revenue opportunities.

Opportunistically grow and maintain our Owned MGA business through acquisitions. From time to time, we may have the opportunity to deepen our relationships with our existing Program Partners by acquiring equity interests from their management teams. Since 2013, we have successfully completed eightnine acquisitions of companies with which we have had prior relationships. These businessesSeven of these companies write premiums which represented more than 50%40% of our gross written premiums for the year ended December 31, 2020.2021.

Strengthen and harness our strong and growing capital base. Despite our relatively modest historical balance sheet, we have grown our premiums through the significant use of reinsurance. As our capital base has grown, new opportunities have emerged for us. Of particular note, in 2019, A.M. Best upgraded our insurance companies from an "A-" to an "A" (Excellent) (Outlook Stable) financial strength rating, which we believe differentiates us in the markets in which we operate. As we continue to grow, we believe that we will have the opportunity to access additional business and to retain more profitable businessesbusiness that we have historically ceded to the reinsurance markets.

Maintaining our focus on long-term profitability and growth. Our competitive advantages, including our focus on underserved markets, have enabled us to grow our gross written premiums to $484.2$634.2 million for 20202021 at a CAGR of 27.3%27.9% since 2015, while maintaining an average return on equity of approximately 21.6%19% and an average adjusted return on equity of approximately 17% for the same time period. As we seek to grow our business, we remain disciplined in targeting classes of business and markets where we believe we can generate attractive returns. Rather than make decisions based on where we are in the market cycle, we focus on selecting high-quality programs, only pursuing opportunities that we expect to meet our pricing and risk requirements over the long-term. We will not participate in markets where we do not believe our business model can add incremental risk-adjusted value.

Maintain disciplined controls over our key business risks. In order to maintain our underwriting profitability, we have systematic underwriting and risk monitoring processes across our business. We believe our risk management is enhanced by the fact that we provide multiple services to many of our Program Partners and thus are in regular communication with them regarding underwriting, claims handling, reinsurance placement and collateral management. We seek to swiftly identify,
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correct and, if necessary, terminate relationships with Program Partners that are not producing targeted underwriting results, writing exposures outside of agreed upon risk tolerances or not meeting their collateral or other commitments to us.

Products and services

We have historically provided products and services to our target markets in the specialty casualty insurance market. We underwrite specialty casualty insurance products both through our Program Partners, programs where we partner with other
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organizations, and our owned Managing General Agencies.Owned MGAs. Our insurance product offerings include workers’ compensation, other liability, accident and health, and other lines of business. We also provide our Program Partners with a variety of services from which we generate recurring fee-based revenues, including reinsurance brokerage and, in particular, issuing carrier or "fronting" services.

Owned MGA's and Program Partner Premiums:

The following table shows the total premiums earned on a gross and net basis for Owned MGAs and Program Partners:

The Year Ended December 31, 2021
Owned MGAsProgram PartnerTotal
Gross written premiums$268,943 $365,221 $634,164 
Increase in gross unearned premiums(25)(61,886)(61,911)
    Gross earned premiums268,918 303,335 572,253 
Ceded earned premiums(144,375)(229,198)(373,573)
    Net earned premiums$124,543 $74,137 $198,680 
Direct commissions32,351 73,614 105,965 
Ceding commission(44,168)(76,520)(120,688)
    Net commissions$(11,817)$(2,906)$(14,723)
Direct commissions rate(1)
12.0 %24.3 %18.5 %
Ceding commissions rate(2)
30.6 %33.4 %32.3 %
(1) Direct commissions as a percentage of gross earned premiums.
(2) Ceding commissions as a percentage of ceded earned premiums.

We utilize both quota share and catastrophe XOL contracts in our reinsurance strategy for our Owned MGAs and Program Partners. Direct commissions for Program Partners include third-party agent commissions and MGA service fees, while Owned MGAs direct commissions includes only third-party agent commissions, while the expenses associated with MGA services are included in general and administrative operating expenses. The ceding commission rates vary based on a number of factors including: the line of business, negotiated reinsurance terms, and program cost structures. For the year ended December 31, 2021, the Company retained 46.3% and 24.4% of gross earned premiums for Owned MGAs and Program Partners, respectively. The loss ratios for Owned MGAs and Program Partners for the year ended December 31, 2021 were 67.6% and 62.9%, respectively, resulting in a consolidated loss ratio of 65.8%.

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The following table shows our gross written premiums by insurance product for the years ended December 31, 2021, 2020 2019 and 2018,2019, in thousands.

 Year Ended December 31, Year Ended December 31,
202020192018202120202019
Workers' compensationWorkers' compensation$368,949 $340,444 $277,291 Workers' compensation$376,819 $368,949 $340,444 
Other liability - occurrenceOther liability - occurrence25,531 20,129 20,923 Other liability - occurrence72,306 25,531 20,129 
Commercial auto liabilityCommercial auto liability25,301 9,935 7,251 Commercial auto liability53,959 25,301 9,935 
Homeowners multiple perilHomeowners multiple peril38,023 17,356 — 
Commercial multiple perilCommercial multiple peril24,930 17,662 13,128 Commercial multiple peril37,496 24,930 17,662 
Homeowners multiple peril17,356 — — 
Group accident and healthGroup accident and health32,565 2,375 7,678 
Auto physical damageAuto physical damage7,340 4,843 4,404 Auto physical damage13,746 7,340 4,843 
Excess workers' compensationExcess workers' compensation5,587 3,986 2,539 
Boiler and machineryBoiler and machinery1,782 1,253 783 
Inland marineInland marine1,157 25 
Products liability - occurrenceProducts liability - occurrence7,033 7,368 6,496 Products liability - occurrence487 7,033 7,368 
Excess workers' compensation3,986 2,539 1,090 
Group accident and health2,375 7,678 22,450 
Boiler and machinery1,253 783 599 
FireFire129 64 42 Fire201 129 64 
SuretySurety41 52 29 Surety36 41 52 
Inland marine25 
Private passenger auto liabilityPrivate passenger auto liability— (100)3,301 Private passenger auto liability— — (100)
TotalTotal$484,249 $411,401 $357,007 Total$634,164 $484,249 $411,401 


In total, we are licensed in 49 states and the District of Columbia. The following table shows our gross written premiums by state for the years ended December 31, 2021, 2020 2019 and 2018,2019, in thousands.

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 Year Ended December 31,
202020192018
California$203,421 $202,446 $153,611 
Michigan41,830 38,174 37,084 
Texas28,909 **
Arizona27,950 34,215 28,350 
Alabama17,549 12,946 11,907 
Mississippi13,307 8,910 7,143 
Georgia12,869 **
Tennessee12,347 8,065 7,809 
Nevada10,760 11,869 9,225 
Pennsylvania10,498 **
Other geographical areas104,809 94,776 101,878 
Total$484,249 $411,401 $357,007 
* The amount for the state is relevant for 2020 but not in other periods and therefore, was not presented.
 Year Ended December 31,
202120202019
California$179,426 $203,421 $202,446 
Texas85,154 28,909 *
Michigan46,271 41,830 38,174 
Florida27,982 **
Arizona26,272 27,950 34,215 
Georgia25,619 12,869 *
Alabama20,991 17,549 12,946 
Pennsylvania20,375 10,498 *
Tennessee15,966 12,347 8,065 
Louisiana14,124 **
Other geographical areas171,984 128,876 115,555 
Total$634,164 $484,249 $411,401 

* Amount was included in other geographical areas for the years ended December 31, 2020 and 2019 and therefore, is not presented.

Workers’ compensation
We offer workers’ compensation insurance through both our Owned MGAs and our Program Partners. California, Arizona and MichiganFlorida represented 52.0%41.5%, 7.5%6.3% and 4.2%5.3%, respectively, of our workers’ compensation gross written premiums for the year ended December 31, 2020.2021. We write business across a variety of industries and hazard classes. The construction industry is our largest industry exposure, representing 26%25% of premiums written for the year ended December 31, 2020.2021. The workers’ compensation insurance industry classifies risks into hazard groups defined by the National Council on Compensation
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Insurance, or NCCI, and based on severity, with employers in lower groups having lower cost claims. Our premiums are spread across hazard classes. We target accounts that we believe offer greater risk-adjusted returns, such as small accounts that are less subject to competition, or accounts with high experience modification factors that our underwriters assess to be attractively priced for the potential risk. Experience modification factors are determined by state insurance regulators based on the insured’s historical loss experience.

We do not write accounts that we believe present exposure to catastrophic risk. The average workers’ compensation premium per policy written by us was $14,779 and $16,187 for the yearyears ended December 31, 2020. The average workers’ compensation premium per policy written by us was $19,103 for the year ended December 31, 2019.2021 and 2020, respectively.

We manage workers’ compensation claims administration for all of our Owned MGAs and for several of our Program Partners. We believe that our claims philosophy has been a key differentiating factor allowing us to maintain lower loss ratios and settle claims quickly. Our workers’ compensation programs are supported by various quota share and excess of loss reinsurance facilities, which we utilize to align risk with our Program Partners and optimize our net retention relative to our financial objectives, balance sheet size and ratings requirements. For the year ended December 31, 2020, weWe ceded 57.6% and 73.0% of gross workers’ compensation premiums earned to third-party insurers. Forinsurers for the year ended December 31, 2019, we ceded 77.8% of gross workers’ compensation premiums earned to third-party insurers.2021 and 2020, respectively.

The following exhibits illustrate our business mix of workers’ compensation gross written premiums by industry and hazard class for the year ended December 31, 2020.2021.


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Other liability
We offer other liability insurance products through both our Owned MGAs and our Program Partners. We target segments of the market that we believe are underserved or mispriced, such as California contractors with an average of five employees.

The other liability products that we offer through our Owned MGAs include admitted general liability and construction defect products offered to small contractors that protect them against claims from third parties. We distribute these products through select wholesale brokers in California. Additionally, through several of our Program Partners, we write 1312 other liability insurance products in 4849 states and the District of Columbia. Our claims personnel administer claims for our Owned MGA other liability products. For the year ended December 31, 2020, weWe ceded approximately 79.1% and 82.9% of our gross other liability premiums earned to third-party insurers. Forinsurers for the yearyears ended December 31, 2019, we ceded approximately 80.6% of our gross other liability premiums earned to third-party insurers.2021 and 2020, respectively.


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Issuing carrier services
We provide issuing carrier or "fronting" services to several of our Program Partners who distributeoffer workers' compensation, commercial multi-peril, personal auto and commercial auto insurance business.and other liability insurance. In these relationships, we act as the policy-issuing insurance carrier for our Program Partner and transfer all or a substantial portion of the underwriting risk to third-party reinsurers. Unlike some other issuing carrier models, we typically act as the reinsurance broker to the program as well as the issuing carrier, which we believe enables us to have deeper relationships with our Program Partners as well as earn additional revenue for the placement of reinsurance. When we enter into issuing carrier relationships, we typically receive reinsurance ceding commissions at rates that include our fronting feesservice from our reinsurers who are both Program Partners and/or third-party reinsurers and reinsurance brokerage fees and reinsurancereinsurers. Reinsurance ceding commissions from our reinsurance partners. Fronting fees vary based on the line of business and premium volume. We provide issuing carrier services across each of our insurance products. We provideFor the year ended December 31, 2021, 2020 and 2019, reinsurance ceding commissions from issuing carrier services to somewere $86.9 million, $71.8 million and $87.7 million, respectively, and are recognized as a reduction of our Program Partners that offer workers’ compensation or other liability insurance.direct insurance commission expense within 'General and administrative expenses' in the consolidated statement of operations.

Reinsurance brokerage services
Our reinsurance brokerage services division provides reinsurance placement, servicing and renewal services to small- to mid-sized insurance organizations, including most of our Program Partners and additional third-party insurance organizations. We earn commissions for structuring and placing reinsurance coverage on behalf of our clients. Commissions are based on a percentage of premiums ceded to reinsurers and vary by type or complexity of reinsurance coverage. Our reinsurance
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brokerage services are a valuable risk management tool in our relationships with our Program Partners, as we typically require the use of our reinsurance brokerage services to place and structure reinsurance prior to the inception of a new program. For the yearyears ended December 31, 2021, 2020 reinsurance brokerage generated $9.0 million in revenue. For the year ended December 31,and 2019, reinsurance brokerage generated $5.8$7.0 million, $9.0 million and 5.8 million in revenue, which is included in Other revenue.

Other services
We provide a variety of other services to insurance organizations, including claims administration and insurance management services. We provide workers’ compensation insurance claims administration services to some of our Program Partners as well as to third-party insurance organizations with which we do not have additional relationships.

Inland marine
Inland marine underwrites coverage for property that may be held in transit or instrumentalities of transportation and communication, such as builders risk, contractors equipment, transportation risk and mobile equipment.

Marketing and distribution

We market and distribute our products through several channels. Our Owned MGAs market through both retail agents and wholesale brokers, and our reinsurance brokerage services division actively markets our services directly to prospective clients. Additionally, we distribute products and services to our Program Partners, which comprise program administrators and insurance carriers. Since we focus on smaller accounts, we do not market our products and services through large insurance brokers. For the year ended December 31, 2021, our Owned MGAs represented 42% of our gross written premiums, Program Partners represented 57% of gross written premiums and national insurance pools represented 1% of gross written premiums. For the year ended December 31, 2020, our Owned MGAs represented 59% of our gross written premiums, Program Partners represented 40% of gross written premiums and national insurance pools represented 1% of gross written premiums. For the year ended December 31, 2019, our Owned MGAsMGA's represented 64% of our gross written premiums, Program Partners represented 35% of gross written premiums and national insurance pools represented 1% of gross written premiums.

Retail agents
We distribute our Owned MGA workers’ compensation products through approximately 2,1001,122 retail agents. We target retail agents with experience and distribution capabilities in our target markets. Retail agents must demonstrate an ability to produce both our desired quality and quantity of business. To assist with this goal, our underwriters regularly visit our retail brokers to market and discuss the products we offer. We terminate retail agents who are unable to produce consistently profitable business or who produce unacceptably low volumes of business.

Wholesale brokers
We distribute our other liability products underwritten by our Owned MGAs through wholesale brokers that have expertise and strong track records in our niche target markets. For these products, we target small contractors in California. We use wholesale brokers to distribute these products because wholesale brokers are an important channel for commercial insurance
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products where they control much of the premium in these segments. We select our wholesale brokers based on our management’s review of their experience, knowledge, business plan, and track record of delivering us profitable business.

Reinsurance brokerage services
Our reinsurance brokerage services division actively markets our reinsurance services to small- and mid- sized program administrators and other insurance organizations. The primary focus of our reinsurance brokerage services division is to place reinsurance for our program partners, direct business and third parties, and weparties. We are also able to leverage our reinsurance brokerage relationships to cultivate new Program Partner relationships and market our other services. The majority of our current Program Partner relationships originated as an introduction from our reinsurance brokerage services division.

Program administrators
We partner with select program administrators across each of our target markets to harness the efficiency and scale of these organizations’ marketing and distribution infrastructures. Through these relationships, we are able to access national distribution channels or write specialized risks in our target markets efficiently. Generally, policies bound by our program administrators are underwritten according to strict underwriting guidelines that we establish with each program administrator. We have had long relationships with many of our program administrators and, in most cases, we have had an existing relationship with a program administrator before adding it as a new Program Partner. For example, we may have previously provided the program with reinsurance placement or consulting services, or worked with the key principals of the prospective Program Partner at their prior organization. We believe program administrators value our multi-service offering and
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capabilities and the flexibility with which we can offer these services. In addition to underwriting insurance products through program administrators, we provide these organizations with issuing carrier services and reinsurance brokerage services.

Carrier and other partnerships
Given our unique focus on flexible multi-service offering, we are a partner of choice for small- to mid-sized insurance carriers seeking a specialty casualty insurance partner to satisfy insurance department requirements, provide comprehensive management solutions or transfer certain classes of risk. As of December 31, 2020, we hadWe have partnerships with seven insurance companies, risk retention groups, trusts and state insurance pools and trusts.pools.

Program selection, underwriting and controls

Program selection
Given our position and reputation in the market, we are presented with more new program opportunities than we choose to write, allowing us to be highly selective with respect to the Program Partners with whom we choose to partner. We decline approximately 89%96% of the new opportunities we are presented with prior to or through our pre-screening process. We typically source new opportunities through our reinsurance brokerage services business or through referrals from existing Program Partners. For each new opportunity that we choose to evaluate, we conduct a comprehensive pre-screening of the company, including an evaluation of its philosophy, size, past performance, future performance targets and above all, compatibility with our operating model, risk appetite and existing book of business. Our target Program Partners tend to have several, if not all, of the following traits:

small- to mid-sized books of business (less than $30 million of annual gross premiums at the inception of the relationship);
presence in markets where we believe we can leverage our distinctive expertise, multi-service offering and market relationships to create a competitive advantage;
track record of underwriting success supported with credible data;
proven ability to administer the program pursuant to agreed-upon underwriting and claims guidelines;
ability and willingness to assume a meaningful quota share risk participation in the program, typically through ownership of an insurance company or captive;
collaborative, entrepreneurial management team; and
willingness and ability for us to control the structuring and placement of reinsurance.

Underwriting and program design
For opportunities that are acceptable to us through the pre-screening process, we conduct rigorous underwriting due diligence prior to entering into a partnership. As part of this process, our due diligence team collects and analyzes data relating to the
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organization’s operating, underwriting, financial and biographical information to prepare an initial due diligence file for our Underwriting Committee. Our Underwriting Committee is led by our CEO and consists of members with expertise in underwriting and finance. In 2020, 92021, 4 out of 8490 submissions were approved by the Underwriting Committee. If the Underwriting Committee approves the submission on a provisional basis, we then conduct comprehensive underwriting, claims and financial diligence on the potential Program Partner. This includes inviting the potential Program Partner’s management for an on-site meeting at our Wayzata headquarters and on-site diligence of the potential Program Partner.

If we look to enter into a contractual relationship with a potential Program Partner, we work with them to design a program that appropriately aligns interests and establish rigorous underwriting guidelines and ongoing reporting and auditing requirements. At the inception of a new program, we typically act as an issuing carrier where we reinsure a substantial amount of risk to third parties. We also typically require the Program Partner to maintain significant underwriting risk or otherwise align incentives with the Program Partner’s underwriting performance. The amount of risk and premiums ceded to Program Partners is contractually stipulated with each Program Partner. Over time we look to optimize our net retention positions with our Program Partners once we have become comfortable with their performance through our ongoing interactions.

Ongoing monitoring and controls
Throughout the lifetime of a relationship with a Program Partner, we maintain systematic monitoring and control mechanisms to ensure each relationship meets our financial objectives. We closely monitor each Program Partner’s adherence to the
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agreed upon underwriting and claims guidelines and conduct regular reviews of loss experience, rate levels, reserves and the overall financial health of the Program Partner. We receive underwriting and claims data feeds from each Program Partner at least monthly. We typically conduct two underwriting, claims and accounting audits per program per year. Because we typically provide multiple services to our Program Partners, we are in regular communication with them regarding underwriting, claims handling, reinsurance placement and collateral management. As a result, we have near continuous opportunities to interact with our Program Partners and evaluate their performance.

We maintain the right to terminate relationships with our Program Partners. Reasons for us to terminate a relationship include an inability to produce targeted underwriting results, writing exposures outside of agreed upon risk tolerances, delinquency in meeting reporting requirements, a change of strategic direction, or failure to meet collateral or other commitments to us. Our stringent and extensive due diligence and selection process allows us the flexibility to partner with organizations with which we believe we will have successful relationships.

Claims

We actively manage claims for our Owned MGA businesses, as well as for select Program Partners that underwrite workers’ compensation insurance. Other lines of business are typically managed directly by our Program Partners, or in some cases by TPAs. When our Program Partners or TPAs administer claims, our claims personnel are responsible for overseeing the Program Partner or TPA, including the management of loss reserves, settlement, arbitration and mediation. Claims are reported directly to the applicable Program Partner or TPA, which adheres to agreed-upon service level standards.

For business where we manage the claims, our experienced claims team of over 100 employees actively manages the claims. In our largest line of business, workers’ compensation, our philosophy is to provide an injured employee with the high-quality medical care as quickly as possible to reduce pain, expedite healing and lead to a faster and more complete recovery. Once an injured employee has healed, we aim to fully settle and achieve a full and complete release of the claim at the earliest opportunity. This approach to claims management enables us to lower our claim costs and settle the ultimate claim reserves more quickly. In order to achieve these outcomes, we manage our claims organization to ensure that each of our claims personnel is responsible for lower than industry average claims files per claims adjuster.

Our claims adjusters have settlement authority that varies by the line of business and the experience of each adjuster. In the case of a catastrophic claim, we may use a third-party administrator that specializes in these types of claims to ease the burden of catastrophic claims on our organization. In addition, our claims examiners work closely with our underwriting staff to keep apprised of claims trends. Vendor management is also an important component of effective claims management and our claims examiners work closely with our vendors to manage expenses and costs.

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Reinsurance

We cede a portion of the risk we accept on our balance sheet to third-party reinsurers through a variety of reinsurance arrangements. We manage these arrangements to align risks with our Program Partners, optimize our net retention relative to our financial objectives, balance sheet size and ratings requirements, as well as to limit our maximum loss resulting from a single program or a single event. We utilize both quota share and excess of loss ("XOL") reinsurance as tools in our overall risk management strategy to achieve these goals.goals, usually in conjunction with each other. Quota share reinsurance involves the proportional sharing of premiums and losses of each defined program. Under XOL reinsurance, losses in excess of a retention level are paid by the reinsurer, subject to a limit, and are customized per program or across multiple programs. The cost and limits of the reinsurance coverage we purchase vary from year to year based on the availability of quality reinsurance at an acceptable price and our desired level of retention.

Quota share reinsurance
We utilize quota share reinsurance for several purposes, including (i) to cede risk to Program Partners, which allows us to share economics and align incentives and (ii) to cede risk to third-party reinsurers in order to manage our net written premiums appropriately based on our financial objectives, capital base, A.M. Best financial strength rating and risk appetite. It is a core pillar of our underwriting philosophy that Program Partners retain a portion of the underwriting risk of their program. We believe this best aligns interests, attracts higher quality programs and leads to better underwriting results.

Catastrophe Under XOL reinsurance,
losses in excess of a retention level are paid by the reinsurer, subject to a limit, and are customized per program or across multiple programs. We have designed anutilize XOL reinsurance program to protect against catastrophic or other unforeseen extreme loss activity that could otherwise negatively impact our profitability and capital base. The majority of our exposure to catastrophecatastrophic risk stems from the workers’workers' compensation premium we retain. Potential catastrophic events include an earthquake, terrorism or another
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event that could cause more than one covered employee working at the same location to be injured in the event. We believe we mitigate this risk by our focus on small- tosmall-to mid-sized accounts, which means that we generally do not have concentrated employee counts at a single locationslocation that could be exposed to a catastrophic loss. AsThe cost and limits of December 31, 2020,the reinsurance coverage we purchase vary from year to year based on the availability of quality reinsurance at an acceptable price and our core catastrophedesired level of retention.
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Our XOL reinsurance program covers 72.7% of our workers’ compensation business. We have a $2 million retention of which 50% is reinsured under a quota share reinsurance agreement with certain third-party reinsurers. We have purchased coverage for (i) 15% of $3 million of losses in excess of $2 million, (ii) 15% of $5 million of losses in excess of $5 million and (iii) 100% of $20 million of losses in excess of $10 million. We believe that our XOL reinsurance structure which consolidates multiple programs under a single XOL reinsurance program comprised of threetwo excess of loss reinsurance agreements with fivefour professional reinsurers,reinsurers. We believe this structure significantly decreases our cost of reinsurance compared with each program maintaining its own XOL reinsurance program. As of December 31, 2021, we had $2 million retention of which is reinsured under various quota share reinsurance agreements at a weighted average rate of 37%, based on 2021 premiums for the applicable programs. These agreements apply to programs that accounted for 87% of workers' compensation premiums for the year ended December 31, 2021. We have the following XOL coverage:

0% of $3 million of losses in excess of $2 million as of December 31, 2021. Gross written premiums for the applicable programs for this layer accounted for 75% of workers' compensation premiums for the year ended December 31, 2021.
57.5% of $10 million of losses in excess of $5 million. Gross written premiums for the applicable programs for this layer accounted for 79% of workers' compensation premiums for the year ended December 31, 2021.
100% of $35 million of losses in excess of $15 million. Gross written premiums for the applicable programs for this layer accounted for 90% of workers' compensation premiums for the year ended December 31, 2021.

Summary workers' compensation reinsurance program

$30,000,00050,000,000
4/7/1/20202021
Excess of Loss Reinsurance
$15M35M xs $15M Per Occurrence
Risks Attaching
$15,000,000
4/7/1/20202021
Excess of Loss Reinsurance
$10M xs $5M
Per Occurrence
Risks Attaching
4/7/1/20202021
Excess of Loss Reinsurance
$5M10M xs $10M $5M
Per Occurrence
Risks Attaching
Retention: 42.5%
$10,000,000
4/1/2020
Excess of Loss Reinsurance
$5M xs $5M Per Occurrence
Risks Attaching
BIC Retention: 85%
$5,000,000
4/1/2020
$3M xs $2M
Per Occurrence
Risks Attaching
4/1/2020
Excess of Loss Reinsurance
$3M xs $2M Per Occurrence
Risks Attaching
BIC
 Retention: 85%100%
$2,000,000
7/1/2020 Quota Share Reinsurance
First $2M Per Occurrence
Risks Attaching
7/1/2020
Quota Share Reinsurance
First $2M Per Occurrence
Risks Attaching - BIC Retention: 50%63%1
$0

1Quota share retention rate reflects a weighted rate based on 2021 gross written premiums for multiple contracts across multiple programs.

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Collateral management

As a result of our extensive use of reinsurance in our business model, we effectively convert underwriting risk to credit risk of our Program Partners and other professional reinsurers. Accordingly, it is critical for the success of our business that we actively manage our credit exposures. We achieve this through active collateral management, including: (1)(i) requiring our
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reinsurance partners who do not have an A.M. Best financial strength rating of "A-" or higher or who are not authorized reinsurers to post collateral equal to at least 100% of reserves for unearned premiums and losses and loss adjustment expense, including incurred but not yet reported ("IBNR") reserves, based on our assessment of expected losses; (2)(ii) securing collateral by trust funds, letters of credit or, more frequently, funds withheld accounts; and (3)(iii) reviewing collateral accounts on a monthly basis and secured with quarterly and annual "true-ups."

As of December 31, 2020,2021, we had reinsurance recoverables on paid and unpaid losses of $343.2$377.2 million. Against these recoverables, we maintained $174.7$199.4 million of funds withheld and $128.7$151.4 million of other forms of collateral, for a total of approximately $303.4$350.8 million in credit protection from our reinsurers. As of December 31, 2020,2021, we did not have any balance from reinsurers that was over 90 days old or in dispute and we held appropriate funding or collateral from all unauthorized reinsurers.

The following table sets forth our ten largest reinsurance recoverables by reinsurer as of December 31, 2020,2021, in thousands:

Reinsurers:Reinsurers:A.M. Best RatingReinsurance RecoverablesCollateralNet RecoverablesReinsurers:A.M. Best RatingReinsurance RecoverablesCollateralNet Recoverables
Markel Global Reinsurance CompanyA$84,757 $7,535 $77,222 
Greenlight Reinsurance, LimitedA-64,755 91,056 (26,301)
Markel GlobalMarkel GlobalA$74,584 $7,651 $66,933 
GreenlightGreenlightA-68,741 96,296 (27,555)
Provistar Insurance Company, LimitedProvistar Insurance Company, LimitedNR26,310 30,600 (4,290)
Employers National Insurance CompanyEmployers National Insurance CompanyNR26,167 35,155 (8,988)
Arch Reinsurance Company (U.S.)Arch Reinsurance Company (U.S.)A+38,542 4,422 34,120 Arch Reinsurance Company (U.S.)A+25,541 3,491 22,050 
Provistar Insurance Company, LimitedNR37,377 40,753 (3,376)
Employers National Insurance Company Inc.NR16,440 22,918 (6,478)
First Insurance Company of Oklahoma, Inc.NR13,365 19,360 (5,995)
Munich Reins America IncorporationMunich Reins America IncorporationA+20,185 — 20,185 
First Insurance Company of OK (FICO)First Insurance Company of OK (FICO)NR19,755 25,818 (6,062)
VGM Insurance Companies of America LimitedVGM Insurance Companies of America LimitedNR12,071 19,709 (7,638)VGM Insurance Companies of America LimitedNR15,705 26,976 (11,271)
Synergy Comp. Insurance CompanySynergy Comp. Insurance CompanyA-12,061 14,789 (2,728)Synergy Comp. Insurance CompanyA-11,720 14,622 (2,901)
Swiss Reinsurance America CorpSwiss Reinsurance America CorpA+7,620 — 7,620 Swiss Reinsurance America CorpA+8,772 1,718 7,054 
Sunz Insurance CompanyNR6,568 29,078 (22,510)
TotalTotal293,556 249,620 43,936 Total297,479 242,327 55,152 
All other reinsurersAll other reinsurers49,657 53,737 (4,080)All other reinsurers79,762 111,195 (31,433)
Total recoverablesTotal recoverables$343,213 $303,357 $39,856 Total recoverables$377,241 $353,522 $23,719 


Technology

Our information technology department consisted of 19 employees as of December 31, 2020. Our Chief Information Officer ("CIO") has over 21 years of experience in the technology field. Our dedicated in- house system analysts support our key business systems. We believe our systems and technology allow us to quickly collect and analyze data, thereby improving our ability to manage our business. We have scalable, standardized infrastructure technology systems built for automation, efficiency and security, and are not burdened by legacy technology systems.Technology

We operate on a digital platform with a data warehouse that collects and builds a robust repository of statistical data for our workers’ compensation business and a substantial amount of our other liability business. All of our workers’ compensation business data is automated through the data warehouse. Our platform provides a high degree of efficiency, accuracy and speed across all of our processes. We are able to use the data that we collect through Application Programming Interfaces ("APIs") to quickly analyze trends across all functions in our business. The data warehouse is easily searchable and contains most of the underwriting and claims information we collect at every level. We are able to track rates, monitor historical loss experience and reserve development and measure other relevant metrics at a granular level of detail. Our technology team is continuously enhancing this system to improve its capability and expand its use across our business. We believe our systems and technology allow us to quickly collect and analyze data, thereby improving our ability to manage our business. We have scalable, standardized infrastructure technology systems built for automation, efficiency and security, and are not burdened by legacy technology systems.

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Reserves

We record reserves for estimated losses of the policies that we underwrite and for loss adjustment expenses ("LAE") related to the investigation and settlement of policy claims. Our reserves for losses and LAE represent the estimated cost of all
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reported and unreported losses and loss adjustment expenses incurred and unpaid as of a given point in time. We evaluate the overall adequacy of gross, ceded and net losses and LAE reserves in accordance with established actuarial standards to set our reserves. We establish reserves on a line of business basis at the individual program level. Consistent with our gross and net premium breakdown, reserves for workers’ compensation losses comprise the majority of our carried reserve position. Due to our shorter claims process and ability to close claims faster than competitors, we believe we are able to settle our ultimate reserves more quickly as well.

When a claim is first reported, we establish an initial case reserve for the estimated amount of our loss based on our estimate of the most likely outcome of the claim at that time. Generally, a case reserve is established within 30 days after the claim is reported and consists of anticipated medical costs, indemnity costs and specific adjustment expenses. This case reserve is set to cover the life of the claim based on information available at that point in time. At any point in time, the amount paid on a claim, as well as the reserve for future amounts to be paid, represents the estimated total cost of the claim or the case incurred amount. The estimated amount of loss for a reported claim is based on various factors, including:

type of loss;
severity of the injury or damage;
age and occupation of the injured employee;
estimated length of temporary disability;
anticipated permanent disability;
expected medical procedures, costs and duration;
our knowledge of the circumstances surrounding the claim;
insurance policy provisions, including coverage, related to the claim;
jurisdiction of the occurrence; and
other benefits defined by applicable statute.

Reserves are estimates involving actuarial projections of the expected ultimate cost to settle and administer claims at a given time but are not expected to precisely represent the ultimate liability. Estimates are based on past loss experience modified for current trends as well as prevailing economic, legal and social conditions. Such estimates are also based on facts and circumstances then known but are subject to significant uncertainty based on the outcome of various factors, such as future events, future trends in claim severity, inflation and changes in the judicial interpretation of policy provisions relating to the determination of coverage.

Reserves are set by our Reserve Committee in consultation with an independent third-party actuarial firm. Our Reserve Committee includes our Chief Executive Officer, President and Chief FinancialOperating Officer, Chief OperatingFinancial Officer, Senior Vice President of Underwriting, Vice President of UnderwritingCorporate Controller and Insurance Divisional Controller. The Reserve Committee meets semi-annually to review the actuarial reserving recommendations made by the independent actuary. Our independent third-party actuarial firm reviews our net reserves at June 30 and September 30 of each year and performs a comprehensive review of all programs at each year-end.

As of December 31, 2020,2021 we have had aggregate favorable development of $39.9$43.8 million on our reserve estimates since 2014.2014, respectively.

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Incurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceIncurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceAs of December 31, 2020Incurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceAs of December 31, 2021
Years Ended December 31,Years Ended December 31,Total of IBNR Liabilities Plus Expected Development on Reported ClaimsCumulative Number of Reported ClaimsYears Ended December 31,Total of IBNR Liabilities Plus Expected Development on Reported ClaimsCumulative Number of Reported Claims
Accident YearAccident Year2011201220132014201520162017201820192020Accident Year2012201320142015201620172018201920202021
2011$14,456 $14,923 $16,636 $17,578 $17,620 $17,854 $18,419 $18,834 $18,793 $19,076 1,128 6,538 
2012201221,857 21,831 20,697 21,053 20,331 20,058 20,646 20,690 20,651 1,540 5,393 2012$21,857 $21,831 $20,697 $21,053 $20,331 $20,058 $20,646 $20,690 $20,651 $20,548 $989 4,154 
2013201324,661 24,755 24,280 21,361 21,342 21,506 21,465 21,631 2,000 5,907 201324,661 24,755 24,280 21,361 21,342 21,506 21,465 21,631 21,671 1,674 4,491 
2014201424,580 22,777 21,726 21,571 21,095 21,054 20,897 2,502 6,965 201424,580 22,777 21,726 21,571 21,095 21,054 20,897 20,183 1,939 5,075 
2015201525,757 26,614 26,414 25,450 25,650 22,518 3,202 9,507 201525,757 26,614 26,414 25,450 25,650 22,518 22,516 2,671 6,474 
2016201635,281 33,672 32,554 30,165 27,340 4,949 19,063 201635,281 33,672 32,554 30,165 27,340 26,550 3,044 11,499 
2017201743,499 35,113 32,685 30,847 6,630 29,426 201743,499 35,113 32,685 30,847 29,783 4,406 17,062 
2018201847,263 41,630 39,880 9,689 25,154 201847,263 41,630 39,880 38,108 6,195 14,810 
2019201957,778 51,600 16,282 22,421 201957,778 51,598 51,824 10,840 13,086 
2020202063,734 30,029 21,026 202063,734 64,362 15,773 13,343 
20212021127,981 41,149 18,290 
$318,174 $423,526 
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceCumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceCumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
Years Ended December 31,Years Ended December 31,Years Ended December 31,
Accident YearAccident Year2011201220132014201520162017201820192020Accident Year2012201320142015201620172018201920202021
2011$3,954 $8,815 $12,631 $14,107 $15,405 $16,347 $17,085 $17,515 $18,091 $18,332 
201220126,143 11,996 14,480 16,249 17,196 18,188 19,098 19,399 19,704 2012$6,143 $11,996 $14,480 $16,249 $17,196 $18,188 $19,098 $19,399 $19,704 $19,824 
201320136,799 12,602 15,984 17,708 19,246 19,712 20,129 20,121 20136,799 12,602 15,984 17,708 19,246 19,712 20,129 20,121 20,617 
201420146,011 12,005 14,814 16,666 17,260 18,238 18,507 20146,011 12,005 14,814 16,666 17,260 18,238 18,507 18,702 
201520156,275 13,785 16,512 18,046 18,923 19,340 20156,275 13,785 16,512 18,046 18,923 19,340 19,685 
201620168,110 16,791 19,677 20,780 22,138 20168,110 16,791 19,677 20,780 22,138 22,648 
201720178,903 17,555 20,809 22,673 20178,903 17,555 20,809 22,673 23,727 
2018201810,339 22,279 26,852 201810,339 22,279 26,852 29,479 
2019201913,215 27,174 201913,215 27,174 33,678 
2020202014,487 202014,487 34,437 
2021202138,435 
209,328 261,232 
All outstanding liabilities before 2011, net of reinsurance5,734 All outstanding liabilities before 2012, net of reinsurance5,157 
Liabilities for claims and claim adjustment expenses, net of reinsurance$114,580 Liabilities for claims and claim adjustment expenses, net of reinsurance$167,451 


Investments

Investment income is a significant component of our earnings. We invest our reserves and maintain a conservative investment portfolio primarily comprised of highly rated fixed income securities. Our investment strategy is to preserve capital and limit our exposure to investment risk. Our portfolio is managed by New England Asset Management, Inc. ("NEAM"), an investment management firm with a focus on insurance portfolios. Under our current agreement with NEAM, which we can terminate at any time upon 30 days’ notice, we pay NEAM a quarterly fee of a percentage of our assets under management. There are no minimum amounts of assets required under our agreement with NEAM. Our Investment Committee meets periodically and reports to our board of directors.

As of December 31, 2020,2021, we had approximately $387.8$402.2 million of total cash and invested assets, net of all collateral held on behalf of our Program Partners under reinsurance treaties. The weighted average rating of the fixed income portfolio is "AA" and the weighted average duration is approximately 3.94.0 years. The fixed income portfolio pre-tax book yield was 2.41%1.99%.

We hold funds withheld balances in separate accounts for the benefit of our Program Partners. The funds withheld assets and associated investment income belong to our various Program Partners. However, we require that the assets in these accounts be managed in accordance with our investment guidelines. As of December 31, 2020,2021, we had $174.7$199.4 million of funds held under reinsurance treaties.

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December 31,December 31,
2020201920212020
Cost or Amortized CostFair Value% of Total Fair ValueCost or Amortized CostFair Value% of Total Fair ValueCost or Amortized CostFair Value% of Total Fair ValueCost or Amortized CostFair Value% of Total Fair Value
(in thousands, except percentages)(in thousands, except percentages)
Fixed maturities:Fixed maturities:Fixed maturities:
U.S. government and government securitiesU.S. government and government securities$17,135 $17,471 4.3 %$15,965 $16,129 4.8 %U.S. government and government securities$41,490 $41,434 8.8 %$17,135 $17,471 4.3 %
Foreign governmentsForeign governments300 302 0.1 %299 302 0.1 %Foreign governments2,500 2,490 0.5 %300 302 0.1 %
States, territories and possessionsStates, territories and possessions7,500 7,774 1.9 %4,789 4,923 1.5 %States, territories and possessions10,593 10,766 2.3 %7,500 7,774 1.9 %
Political subdivisions of states territories and possessionsPolitical subdivisions of states territories and possessions31,759 33,212 8.1 %24,444 25,104 7.4 %Political subdivisions of states territories and possessions39,170 40,002 8.5 %31,759 33,212 8.1 %
Special revenue and special assessment obligationsSpecial revenue and special assessment obligations77,329 81,714 20.0 %59,149 61,405 18.1 %Special revenue and special assessment obligations93,664 95,991 20.3 %77,329 81,714 20.0 %
Industrial and public utilitiesIndustrial and public utilities107,017 113,741 27.8 %119,735 123,207 36.4 %Industrial and public utilities100,774 103,257 21.9 %107,017 113,741 27.8 %
Commercial mortgage-backed securitiesCommercial mortgage-backed securities16,242 18,066 4.4 %15,586 16,312 4.8 %Commercial mortgage-backed securities119,378 118,218 25.0 %16,242 18,066 4.4 %
Residential mortgage-backed securitiesResidential mortgage-backed securities91,478 93,017 22.7 %53,467 54,109 16.0 %Residential mortgage-backed securities16,549 17,368 3.7 %91,478 93,017 22.7 %
Other loan-backed securitiesOther loan-backed securities39,293 39,945 9.7 %35,849 36,011 10.6 %Other loan-backed securities41,236 41,425 8.8 %39,293 39,945 9.7 %
Hybrid securitiesHybrid securities356 362 0.1 %357 363 0.1 %Hybrid securities105 110 — %356 362 0.1 %
Total fixed maturitiesTotal fixed maturities388,409 405,604 99.1 %329,640 337,865 99.8 %Total fixed maturities465,459 471,061 99.8 %388,409 405,604 99.1 %
Equity securities:Equity securities:Equity securities:
Preferred stockPreferred stock243 240 0.1 %337 343 0.1 %Preferred stock243 228 — %243 240 0.1 %
Common stockCommon stock1,554 3,534 0.8 %492 492 0.1 %Common stock741 741 0.2 %1,554 3,534 0.8 %
Total equity securitiesTotal equity securities1,797 3,774 0.9 %829 835 0.2 %Total equity securities984 969 0.2 %1,797 3,774 0.9 %
Total investmentsTotal investments$390,206 $409,378 100.0 %$330,469 $338,700 100.0 %Total investments$466,443 $472,030 100.0 %$390,206 $409,378 100.0 %


December 31,December 31,
2020201920212020
Cost or Amortized CostFair Value% of Total Fair ValueCost or Amortized CostFair Value% of Total Fair ValueCost or Amortized CostFair Value% of Total Fair ValueCost or Amortized CostFair Value% of Total Fair Value
(in thousands, except percentages)(in thousands, except percentages)
Due in one year or lessDue in one year or less$25,844 $26,107 6.4 %$17,822 $17,872 5.3 %Due in one year or less$29,108 $29,329 6.2 %$25,844 $26,107 6.4 %
Due after one year but before five yearsDue after one year but before five years102,491 107,516 26.5 %120,772 123,603 36.6 %Due after one year but before five years117,366 119,275 25.3 %102,491 107,516 26.5 %
Due after five years but before ten yearsDue after five years but before ten years61,952 67,091 16.5 %50,398 52,893 15.7 %Due after five years but before ten years78,967 81,217 17.2 %61,952 67,091 16.5 %
Due after ten yearsDue after ten years51,109 53,862 13.3 %35,746 37,065 11.0 %Due after ten years62,855 64,229 13.6 %51,109 53,862 13.3 %
Commercial mortgage-backed securitiesCommercial mortgage-backed securities16,242 18,066 4.5 %15,586 16,312 4.8 %Commercial mortgage-backed securities119,378 118,218 25.2 %16,242 18,066 4.5 %
Residential mortgage-backed securitiesResidential mortgage-backed securities91,478 93,017 22.9 %53,467 54,109 16.0 %Residential mortgage-backed securities16,549 17,368 3.7 %91,478 93,017 22.9 %
Other loan-backed securitiesOther loan-backed securities39,293 39,945 9.9 %35,849 36,011 10.6 %Other loan-backed securities41,236 41,425 8.8 %39,293 39,945 9.9 %
TotalTotal$388,409 $405,604 100.0 %$329,640 $337,865 100.0 %Total$465,459 $471,061 100.0 %$388,409 $405,604 100.0 %


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December 31,December 31,
2020201920212020
Fair Value% of Total Fair ValueFair Value% of Total Fair ValueFair Value% of Total Fair ValueFair Value% of Total Fair Value
(in thousands, except percentages)(in thousands, except percentages)
RatingRatingRating
AAAAAA$59,887 14.8 %$52,571 15.6 %AAA$80,455 17.1 %$59,887 14.8 %
AAAA224,371 55.3 %153,838 45.5 %AA278,557 59.1 %224,371 55.3 %
AA89,975 22.2 %101,040 29.9 %A77,097 16.4 %89,975 22.2 %
BBBBBB29,404 7.2 %30,245 9.0 %BBB33,959 7.2 %29,404 7.2 %
BBBB1,921 0.5 %119 — %BB947 0.2 %1,921 0.5 %
Below investment gradeBelow investment grade46 — %52 — %Below investment grade46 — %46 — %
TotalTotal$405,604 100.0 %$337,865 100.0 %Total$471,061 100.0 %$405,604 100.0 %


Enterprise risk management

We have designed and implemented an enterprise risk management ("ERM") program to identify, potential earningsmanage and capital volatility and to maximizemitigate the value ofrisks the overall organization.company is exposed to. The board of directors and its committees are supported in their oversight of our ERM process by an ERM Committee consisting of one independent board member and seven senior executives who each represent a critical operating unit of ours, including our CEO.ours.

Our board of directors, ERM committee and senior management have identified five key risk areas for oversight within the ERM framework. The five key risk areas are credit risk, market risk, underwriting risk, strategic risk and operational risk. Within each key risk, we have identified specific risk sub-categories leading to the identification and analysis of more granular risks. Through a documented analytical process, the ERM committee continually reviews and evaluates these risks to monitor due to their potential impact on our businesses and periodically reports its findings to the board of directors and its committees. Our board of directors believes this overall structure and analytical process creates effective risk identification, appetite determination, controls, oversight and management for our Company.

Competition

In general, the property and casualty ("P&C&C") insurance market is highly competitive. Some of our competitors have greater financial, marketing and management resources and experience than we do. We may also compete with new market entrants in the future. In the workers’ compensation insurance market, our competitors include insurance companies, state insurance pools and self-insurance funds. According to the most recent market data from S&P Global, more than 247approximately 250 insurance companies participated in the workers’ compensation market in 2019.2020. We compete against State National Companies, Inc. and AF Group in the provision of issuing carrier services to program administrators.

Competition is based on many factors, including the reputation and experience of the insurer, coverages and services offered, pricing and other terms and conditions, speed of claims payment, customer service, relationships with brokers and agents (including ease of doing business, service provided and commission rates paid), size and financial strength ratings, among other considerations.

Ratings

As of March 2021,2022, we have an "A" (Excellent) (Outlook Stable) financial strength rating ("FSR") from A.M. Best, which rates insurance companies based on factors of concern to policyholders. A.M. Best’s FSRs reflect its opinion of an insurance company’s financial strength, operating performance and ability to meet its obligations to policyholders.

A.M. Best currently assigns 16 FSRs to insurance companies, which currently range from "A++" (Superior) to "S" (Rating Suspended). "A" (Excellent) is the third highest FSR in the A.M. Best system. In evaluating a company’s financial and operating performance, A.M. Best reviews the company’s profitability, leverage and liquidity, as well as its book of business,
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the adequacy and soundness of its reinsurance, the quality and estimated market value of its assets, the adequacy of its losses
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and loss expense reserves, the adequacy of its surplus, its capital structure, the experience and competence of its management and its market presence.

Human capital

Overview
As of December 31, 2020,2021, we had 334355 employees. Our employees are not subject to any collective bargaining agreements, and we are not aware of any current efforts to implement such an agreement. We believe that our employee relationships are good.

Compensation and benefits
We believe that our employees are one of our most valuable assets. In order to attract and retain talent, we offer fair, competitive compensation and benefits to support our team members’ overall well-being. Employee compensation includes base pay, annual incentive compensation and, in some cases, stock compensation.

Diversity and inclusion
We are committed to fostering a diverse and inclusive work environment free from discrimination of any kind and that supports the communities we serve. We seek to recruit the best qualified employees regardless of gender, ethnicity or other protected traits and it is our policy to fully comply with all laws applicable to discrimination in the workplace.

Regulation

Our business is subject to extensive regulation in the United States at both the state and federal level, including regulation under state insurance and federal laws. We cannot predict the impact of future state or federal laws or regulations on our business. Future laws and regulations, or the interpretation thereof, may materially adversely affect our financial condition and results of operations.

Insurance regulation - General
Our insurance subsidiaries are subject to extensive regulation and supervision by the states in which they are domiciled, particularly with respect to their financial condition. Benchmark is domiciled in Kansas where it is regulated and supervised by the Kansas Insurance Department. Additionally, Benchmark is commercially domiciled in California, where it is regulated and supervised by the Kansas Insurance Department and the California Department of Insurance, respectively.Insurance. ALIC is domiciled in Utah where it is regulated and supervised by the Utah Insurance Department. 7710 is domiciled in South Carolina where it is regulated and supervised by the South Carolina Department of Insurance. BSIC is domiciled in Arkansas where it is regulated and supervised by the Arkansas Department of Insurance.Our insurance subsidiaries are also subject to regulation by all states in which they transact business, which oversight in practice often focuses on review of their market conduct. Benchmark is licensed to conduct insurance business, and therefore, Benchmark is subject to regulation and supervision by insurance regulators, in 49 states and Washington D.C.the District of Columbia. ALIC is licensed or eligible to conduct insurance business, and therefore, ALIC is subject to regulation and supervision by insurance regulators, in 38 states and Washington D.C.the District of Columbia. 7710 is licensed or eligible to conduct insurance business, and therefore, 7710 is subject to regulation and supervision by insurance regulators, in 9 states. BSIC is licensed to conduct business in 1 state and is authorized to issue policies in 1 state. The extent and scope of insurance regulation varies between jurisdictions, but most jurisdictions have laws and regulations governing the financial security of insurers, including admittance of assets for purposes of calculating statutory surplus, standards of solvency, reserves, reinsurance, capital adequacy and the business conduct of insurers.

In addition, statutes and regulations usually require the licensing of insurers and their agents, the approval of policy forms and related materials and, for certain lines of insurance, the approval of rates. State statutes and regulations also prescribe the permitted types and concentrations of investments by insurers. The primary purpose of this insurance industry regulation is to protect policyholders. P&C insurance companies are required to file detailed quarterly and annual statements with insurance regulatory authorities in each of the jurisdictions in which they are licensed or eligible to do business, and their operations and accounts are subject to periodic examination by such authorities. Regulators have discretionary authority, inIn connection with the continued licensing of insurance companies, regulators have discretionary authority to limit or prohibit the ability to issue new policies if, in their judgment, the regulators determine that an insurer is not maintaining minimum statutory surplus or capital or if the further transaction of business will be detrimental to its policyholders.

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The amount of dividends that our insurance subsidiaries may pay in any twelve-month period, without prior approval by their respective domestic insurance regulators, is restricted under the laws of Kansas, California, Utah, Arkansas and South Carolina.
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Under Kansas and California law, dividends payable from Benchmark without the prior approval of the applicable insurance commissioner must not exceed the greater of (i) 10% of Benchmark’s surplus as shown on the last statutory financial statement on file with the Kansas Insurance Department and the California Department of Insurance, respectively,respectively; or (ii) 100% of net income during the applicable twelve-month period (not including realized capital gains). Dividends shall not include pro rata distributions of any class of Benchmark's own securities.

Under Utah law, dividends payable from ALIC without the prior approval of the applicable insurance commissioner must not exceed the lesser of (i) 10% of ALIC’s surplus as shown on the last statutory financial statement on file with the Utah Insurance DepartmentDepartment; or (ii) 100% of net income during the applicable twelve- month period (not including realized capital gains). Dividends shall not include pro rata distributions of any class of ALIC's own securities.

Under South Carolina law, dividends payable from 7710 without the prior approval of the applicable insurance commissioner are limited to the following during the preceding twelve months: (a) when paid from other than earned surplus must not exceed the lesser of: (i) 10% of 7710's surplus as regards policyholders as shown in 7710’s most recent annual statement; or (ii) the net income, not including net realized capital gains or losses as shown in the 7710's most recent annual statement; or (b) when paid from earned surplus must not exceed the greater of: (i) 10% of the 7710's surplus as regards policyholders as shown in 7710’s most recent annual statement; or (ii) the net income, not including net realized capital gains or losses as shown in the 7710's most recent annual statement. Dividends shall not include pro rata distributions of any class of 7710’s own securities.

Under Arkansas law, dividends payable from BSIC without the prior approval of the applicable insurance commissioner must not exceed the lesser of (i) 10% of BSIC’s surplus as shown on the last statutory financial statement on file with the Arkansas Insurance Department; or (ii) 100% of net income during the applicable twelve- month period (not including realized gains). Dividends shall not include pro rata distributions of any class of BSIC's own securities.

In addition, payments of dividends and advances or repayment of funds to us by our insurance subsidiaries are restricted by the applicable laws of our insurance subsidiaries’ respective jurisdictions requiring that each insurance subsidiary hold a specified amount of minimum reserves in order to meet future obligations on its outstanding policies. These regulations specify that the minimum reserves shall be calculated to be sufficient to meet future obligations, giving consideration for required future premiums to be received, which are based on certain specified interest rates and methods of valuation, which are subject to change.

Insurance holding company regulation
We are an insurance holding company and, together with our insurance subsidiaries and our other subsidiaries and affiliates, are subject to the insurance holding company system laws of Kansas, California, Utah, Arkansas and South Carolina. These laws vary across jurisdictions, but generally require an insurance holding company and insurers that are members of such insurance holding company’s system to register with the jurisdiction’s insurance regulatory authorities, to file reports disclosing certain information, including their capital structure, ownership, management, financial condition, enterprise risk and own risk and solvency assessment.

These laws also require disclosure of certain qualifying transactions between or among our insurance subsidiaries and us or any of our other subsidiaries or affiliates to which one or more of our insurance subsidiaries is a party. Such transactions could include loans, investments, sales, service agreements and reinsurance agreements among other similar inter-affiliate transactions. These laws also require that inter-company transactions be fair and reasonable. In certain circumstances, the insurance company must give prior notice of the transaction to the insurance department in its state of domicile, and the insurance department must either approve or disapprove the subject inter-company transaction within defined periods. Further, these laws require that an insurer’s contract holders’ surplus following any dividends or distributions to shareholder affiliates isbe reasonable in relation to the insurer’s outstanding liabilities and its financial needs.

The insurance holding company laws in some states, including Kansas, California, Utah, Arkansas and South Carolina, require regulatory approval of a direct or indirect change of control of an insurer or an insurer’s parent company. Generally, to obtain approval from the insurance commissioner for any acquisition of control of an insurance company or its parent company, the proposed acquirer must file with the applicable commissioner an application containing certain information
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including with respect to the participant companies in and terms of the transaction. Different jurisdictions may have requirements for prior approval of any acquisition of control of anany insurance or reinsurance company licensed or authorized to transact business in those jurisdictions. Additional requirements may include re-licensing or subsequent approval for renewal of existing licenses upon an acquisition of control.

Credit for reinsurance
State insurance laws permit U.S. insurance companies, as ceding insurers, to take financial statement credit for reinsurance that is ceded, so long as the assuming reinsurer satisfies the state’s credit for reinsurance laws. The Nonadmitted Reinsurance
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Reform Act contained in the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") provides that if the state of domicile of a ceding insurer is a National Association of Insurance Commissioners ("NAIC") accredited state, or has financial solvency requirements substantially similar to the requirements necessary for NAIC accreditation, and recognizes credit for reinsurance for the insurer’s ceded risk, then no other state may deny such credit for reinsurance. Because all states are currently accredited by the NAIC, the Dodd-Frank Act prohibits a state in which a U.S. ceding insurer is licensed but not domiciled from denying credit for reinsurance for the insurer’s ceded risk if the cedant’s domestic state regulator recognizes credit for reinsurance. The ceding company in this instance is permitted to reflect in its statutory financial statements a credit in an aggregate amount equal to the ceding company’s liability for unearned premium (which are that portion of written premiums which applies to the unexpired portion of the policy period), loss reserves and loss expense reserves to the extent ceded to the reinsurer.

Statutory examinations
We are required to file detailed quarterly and annual financial statements, in accordance with prescribed statutory accounting rules with regulatory officials in each of the jurisdictions in which we do business. As part of their routine regulatory oversight process, the Kansas Insurance Department, the California Department of Insurance, the Utah Insurance Department, the Arkansas Department of Insurance, and the South Carolina Department of Insurance conduct periodic detailed examinations, generally once every three to five years, of the books, records, accounts and operations of our insurance subsidiaries domiciled in their states.

Financial tests
The NAIC has developed a set of financial relationships or "tests," known as the Insurance Regulatory Information System or IRIS, which is designed for early identification of companies that may require special attention or action by insurance regulatory authorities. Insurance companies submit data annually to the NAIC, which in turn analyzes the data by utilizing ratios. State insurance regulators review this statistical report, which is available to the public, together with an analytical report, prepared by and available only to state insurance regulators, to identify insurance companies that appear to require immediate regulatory attention. A "usual range" of results for each ratio is used as a benchmark.

Risk-based capital requirements
In order to enhance the regulation of insurers’ solvency, the NAIC adopted a model law to implement risk- basedrisk-based capital ("RBC") requirements for P&C insurers. All states have adopted the NAIC’s model law or a substantively similar law. The NAIC Risk-Based Capital Model Act requires insurance companies to submit an annual RBC Report, which compares an insurer’s Total Adjusted Capital with its Authorized Control Level RBC. A company’s RBC is calculated by using a specified formula that applies factors to various specified asset, premium, claim, expense and reserve items. The factors are higher for those items with greater underlying risk and lower for items with less underlying risk.

Total Adjusted Capital is defined as the sum of an insurer’s statutory capital and surplus and asset valuation reserve and the estimated amount of all dividends declared by the insurer’s board of directors prior to the end of the statement year that are not yet paid or due at the end of the year. The RBC Report is used by regulators to initiate appropriate regulatory actions relating to insurers that show indications of weak or deteriorating conditions. RBC is an additional standard for minimum capital requirements that insurers must meet to avoid being placed in rehabilitation or liquidation by regulators. The annual RBC Report, and the information contained therein, are not intended by the NAIC as a means to rank insurers.

RBC is a method of measuring the minimum amount of capital appropriate for an insurance company to support its overall business operations in light of its size and risk profile. It provides a means of setting the capital requirement in which the degree of risk taken by the insurer is the primary determinant. The value of an insurer’s Total Adjusted Capital in relation to its RBC, together with its trend in its Total Adjusted Capital, is used as a basis for determining regulatory action that a state insurance regulator may be authorized or required to take with respect to an insurer. The four determinations, potentially applicable under each jurisdiction’s laws, are essentially as follows:

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Company Action Level Event. Total Adjusted Capital is greater than or equal to 150% but less than 200% of RBC or Total Adjusted Capital greater than or equal to 200% but less than 250% of RBC, and has a negative trend. If there is a Company Action Level Event, the insurer must submit a plan (an "RBC Plan") outlining, among other things, the corrective actions it intends to take in order to remedy its capital deficiency.
Regulatory Action Level Event. Total Adjusted Capital is greater than or equal to 100% but less than 150% of RBC or the insurer has failed to comply with filing deadlines for its RBC Report or RBC Plan. If there is a Regulatory Action Level Event, the insurer is also required to submit an RBC Plan. In addition, the insurance regulator must
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undertake a comprehensive examination of the insurer’s financial condition and must issue any appropriate corrective orders.
Authorized Control Level Event. Total Adjusted Capital is below RBC but greater than or equal to 70% of RBC or the insurer has failed to respond to a corrective order. As noted above, if there is an Authorized Control Level Event, the insurance regulator may seek rehabilitation or liquidation of the insurer if it deems it to be in the best interests of the policyholders and creditors of the insurer and the public.
Mandatory Control Level Event. Total Adjusted Capital is below 70% of RBC. If there is a Mandatory Control Level Event, the insurance regulator must seek rehabilitation or liquidation of the insurer.


Market conduct
Our insurance subsidiaries are subject to periodic market conduct exams ("MCE") in any jurisdiction where they do business. An MCE typically entails review of business activities, such as operations and management, complaint handling, marketing and sales, producer licensing, policyholder service, underwriting and rating and claims handling. Regulators may impose fines and penalties upon finding violations of regulations governing such business activities.

Rate and form approvals
Our insurance subsidiaries aremay be subject to each state’s laws and regulations regarding rate and form approvals. The applicable laws and regulations are used by states to establish standards to ensure that rates are not excessive, inadequate, unfairly discriminatory or used to engage in unfair price competition. An insurer’s ability to increase rates and the relative timing of the process arecan be dependent upon each state’s respective requirements.

Claims adjusting
Generally, insurance companies, adjusting companies and individual claims adjusters are prohibited by state statutes from engaging in unfair claims practices. Unfair claims practices include, but are not limited to, misrepresenting pertinent facts or insurance policy provisions; failing to acknowledge and act reasonably promptly upon communications with respect to claims arising under insurance policies; and attempting to settle a claim for less than the amount to which a reasonable person would have believed such person was entitled.

Assessments against insurers
Under the insurance guaranty fund laws existing in each state and Washington D.C.the District of Columbia., licensed insurers can be assessed by insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants. Most of these laws provide for annual limits on the assessments and for an offset against state premium taxes. These premium tax offsets must be spread over future periods ranging from five to 20 years. Since these assessments typically are not made for several years after an insurer fails and depend upon the final outcome of liquidation or rehabilitation proceedings, we cannot accurately determine the amount or timing of any future assessments.

Regulation of investments
We are subject to state laws and regulations that require diversification of our investment portfolios and limit the amounts of investments in certain asset categories, such as below-investment grade fixed income securities, equity real estate, other equity investments and derivatives. Failure to comply with these requirements and limitations could cause affected investments to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, could require the divestiture of such non-qualifying investments.

Statutory accounting principles
Statutory accounting principles ("SAP"), are a basis of accounting developed to assist insurance regulators in monitoring and regulating the solvency of insurance companies. SAP is primarily concerned with measuring an insurer’s solvency. Statutory
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accounting focuses on valuing assets and liabilities of insurers at financial reporting dates in accordance with appropriate insurance law and regulatory provisions applicable in each insurer’s domiciliary state.

GAAP is concerned with a company’s solvency, but is also concerned with other financial measurements, principally income and cash flows. Accordingly, GAAP gives more consideration to appropriately matching revenue and expenses and accounting for management’s stewardship of assets than does SAP. As a direct result, different assets and liabilities and different amounts of assets and liabilities will be reflected in financial statements prepared in accordance with GAAP as compared to SAP.

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Potential issuing carrier restrictions
In certain states, including Florida and Kentucky, the Insurance Commissioner has the authority to prohibit an authorized insurer from acting as an issuing carrier for an unauthorized insurer. In addition, insurance departments in states in which there isthat have no statutory or regulatory prohibition against an authorized insurer acting as an issuing carrier for an unauthorized insurer could deem the assuming insurer to be transacting insurance business without a license and the issuing carrier to be aiding and abetting the unauthorized sale of insurance.

Enterprise risk and other developments
The NAIC, as part of its solvency modernization initiative, has engaged in a concerted effort to strengthen the ability of U.S. state insurance regulators to monitor U.S. insurance holding company groups. The NAIC’s solvency modernization initiative, among other things, aims to expand the authority and focus of state insurance regulators to encompass U.S. insurance holding company systems at the group level.

The holding company reform efforts at the NAIC culminated in December 2010 in the adoption of significant amendments to the NAIC’s Insurance Holding Company System Regulatory Act (the "Model Holding Company Act") and its Insurance Holding Company System Model Regulation (the "Model Holding Company Regulation"). Among other things, the revised Model Holding Company Act and Model Holding Company Regulation explicitly address "enterprise" risk - the risk that an activity, circumstance, event or series of events involving one or more affiliates of an insurer will, if not remedied promptly, be likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole - and require annual reporting of potential enterprise risk as well as access to information to allow the state insurance regulator to assess such risk. In addition, the Model Holding Company Act amendments include a requirement to the effect that any person divesting control over an insurer must provide 30 days’ notice to the regulator and the insurer (with an exception for cases where a Form A is being filed). The amendments direct the domestic state insurance regulator to determine those instances in which a divesting person will be required to file for and obtain approval of the transaction. Some form of the 2010 amendments to the Model Holding Company Act has been adopted in all states.

In December 2014, the NAIC adopted additional revisions to the Model Holding Company Act, updating the model to clarify the group-wide supervisor for a defined class of internationally active insurance groups. The revisions also outline the process for determining the lead state for domestic insurance groups, outline the activities the commissioner may engage in as group-wide supervisor and extend confidentiality protections to cover information received in the course of group-wide supervision. The 2014 revisions to the Model Holding Company Act have been adopted in all accredited U.S. jurisdictions.

In 2012, the NAIC adopted the Risk Management and Own Risk and Solvency Assessment ("ORSA") Model Act, which requires domestic insurers to maintain a risk management framework and establishes a legal requirement for domestic insurers to conduct an ORSA in accordance with the NAIC’s ORSA Guidance Manual. The ORSA Model Act provides that domestic insurers, or their insurance group, must regularly conduct an ORSA consistent with a process comparable to the ORSA Guidance Manual process. The ORSA Model Act also provides that, no more than once a year, an insurer’s domiciliary regulator may request that an insurer submit an ORSA summary report, or any combination of reports that together contain the information described in the ORSA Guidance Manual, with respect to the insurer and the insurance group of which it is a member. If and when the ORSA Model Act is adopted by a particular state, the ORSA Model Act would impose more extensive filing requirements on parents and other affiliates of domestic insurers. Each of Kansas, California and Utah have adopted their version of the ORSA Model Act. Our insurance company subsidiaries, Benchmark, ALIC and 7710, will be subject to the requirements of the ORSA Model Act adopted in Kansas, California, Utah and South Carolina, respectively, when their direct written premiums and unaffiliated assumed premiums, if any, exceed $500 million (Benchmark, ALIC and 7710 are currently exempt from such requirements based on the amount of their direct written premiums and unaffiliated assumed premiums).

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Privacy regulation
Federal and state law and regulation require financial institutions to protect the security and confidentiality of personal information, including health-related and customer information, and to notify customers and other individuals about their policies and practices relating to their collection and disclosure of health- related and customer information and their practices relating to protecting the security and confidentiality of that information. State laws regulate the use and disclosure of social security numbers and federal and state laws require notice to affected individuals, law enforcement, regulators and others if there is a breach of the security of certain personal information, including social security numbers. Federal and state laws and regulations regulate the ability of financial institutions to make telemarketing calls and to send unsolicited e-mail or fax messages to consumers and customers. Federal and state lawmakers and regulatory bodies may be expected to consider additional or more detailed regulation regarding these subjects and the privacy and security of personal information.
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Cybersecurity regulation
The NAIC adopted the Insurance Data Security Model Law in October 2017. As of the date of this Annual Report, 1118 states, including South Carolina but not including Kansas, California, Arkansas or Utah, have adopted the model law or a variation of it. We expect that additional regulations could be enacted in other jurisdictions that could impact our cybersecurity program. Depending on these and other potential implementation requirements, we will likely incur additional costs of compliance.

Available Information

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other information with the SEC. The SEC maintains an Interneta web site that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. The address of that site is http://www.sec.gov. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and other information filed by us with the SEC are available, without charge, on our Internet web site, http://www.trean.com, as soon as reasonably practicable after they are filed electronically with the SEC. The information on our website is not a part of this Annual Report.

Item 1A. Risk Factors

The execution of our business strategy, our results of operations and our financial condition are subject to inherent risks and uncertainties. A summary of certain material risks is provided below, and you should carefully consider these risks and uncertainties, as well as the financial and other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes, in evaluating any investment decision involving the Company. This section does not describe all risks and uncertainties applicable to us and is intended only as a summary of certain factors that could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects and the industry in which we operate. Other sections of this Annual Report on Form 10-K contain additional information about these and other risks and uncertainties. The occurrence of any of these risks and uncertainties could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects and cause the value of our stock to decline, which could cause you to lose all or part of your investment.

Risks related to COVID-19

Disruptions related to COVID-19, including economic impacts of the COVID-19-related governmental actions, could materially and adversely affect our business, financial condition and results of operations.
In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 has spread to multiple countries, including the U.S., and was declared a pandemic by the World Health Organization on March 11, 2020. The global outbreak of COVID-19 continues to rapidly evolve and has resulted in quarantines, reductions in business activity, widespread unemployment and overall economic and financial market instability. In addition, the ongoing continuation of the COVID-19 pandemic and the economic impacts of COVID-19-related governmental actions may also eventually have an impact on our premium revenue, our loss experience and loss expense, liquidity, or our regulatory capital and surplus and operations.

It is still difficult to determine the ultimate effect of the significantly impacted financial markets, businesses, households and communities resulting from the COVID-19 pandemic, will have on our future revenues or expected claims and losses. Legislative and regulatory initiatives taken, or which may be taken in the future in response to COVID-19, may adversely affect our operations, particularly with respect to our workers’ compensation businesses. Adverse effects could include:
Legislativelegislative or regulatory action seeking to retroactively mandate coverage for losses, which our policies would not otherwise cover or have been priced to cover;
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Regulatoryregulatory actions relaxing reporting requirements for claims, which may affect coverage under our claims made and reported policies;
Legislativelegislative actions prohibiting us from canceling policies in accordance with our policy terms or non-renewing policies at their expiration date;
Legislativelegislative orders to provide premium refunds, extend premium payment grace periods and allow time extensions for past due premium payments;
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Tablelegislative action creating a presumption that COVID-19 was contracted in the course and scope of Contentsemployment for certain workers;
Wewe may have increased workers’ compensation loss expense and claims frequency if policyholder employees in high risk roles with essential businesses contract COVID-19 in the workplace;
Wewe may have increased workers’ compensation loss expense and claims frequency if policyholder employees experience an adverse reaction to COVID-19 vaccines due to the employer requiring or strongly encouraging vaccination for employees—a majority of case law thus far has determined adverse reactions in these situations are compensable under workers’ compensation laws;
We have not seen a significant increase in incurred losses due to the COVID-19 pandemic, high unemployment and low interest rates could adversely affect our profitability and declining payrolls could adversely affect our workers' compensation written premiums;
Traveltravel restrictions and quarantines leading to a lack of in-person meetings, which would hinder our ability to establish relationships or originate new business;
Alternativealternative working arrangements, including employees working remotely, which could negatively impact our business should such arrangements remain for an extended period of time;
Wewe may experience elevated frequency and severity in our workers’ compensation lines as a result of legislative or regulatory action to effectively expand workers’ compensation coverage for certain types of workers; and
Wewe may experience delayed reporting of losses, settlement negotiations and disputed claims resolution above our normal claims resolution trends.

The occurrence of any of these events or experiences, individually or collectively, could materially and adversely affect our business, financial condition and results of operations.

Risks related to our business and industry

Failure of our Program Partners or our Owned MGAs to properly market, underwrite or administer policies could adversely affect us.
The marketing, underwriting, claims administration and other administration of policies in connection with our issuing carrier services and for business written directly by our Owned MGAs are the responsibility of our Program Partners and our Owned MGAs. Any failure by them to properly handle these functions could result in liability to us. Even though our Program Partners may be required to compensate us for any such liability, there are risks that such compensation may be insufficient or entirely unavailable—for example, if the relevant Program Partner becomes insolvent or is otherwise unable to pay us. Any such failures could result in monetary losses, create regulatory issues or harm our reputation, which could materially and adversely affect our business, financial condition and results of operations.

We depend on a limited number of Program Partners for a substantial portion of our gross written premiums.
We source a significant amount of our premiums from our Program Partners, which are generally MGAs and insurance companies. Historically, we have focused our business on a limited group of core Program Partners and have sought to grow the business by expanding existing Program Partner relationships and selectively adding new Program Partners. For the years ended December 31, 2021 and 2020, approximately 46% and 2019, approximately 35% and 34% of our gross written premiums were derived from our top ten Program Partners.Partners, respectively.

A significant decrease in business from, or the entire loss of, any of our largest Program Partners or several of our other Program Partners may materially adversely affect our business, financial condition and results of operations. More thanApproximately half of our gross written premiums are written in three key states.

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Our business is subject to significant geographic concentration, as more than half of our gross written premiums are written in three key states.
For the year ended December 31, 2020,2021, we derived approximately 42%28%, 9%13% and 6%7%, respectively, of our gross written premiums in the states of California, MichiganTexas and Texas.Michigan. As a result, our financial results are subject to prevailing regulatory, legal, economic, demographic, competitive and other conditions including any single, major catastrophic event, series of events or other condition causing significant losses in California, MichiganTexas and Texas,Michigan, could materially adversely affect our business, financial condition and results of operations.

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A downgrade in the A.M. Best financial strength ratings of our insurance company subsidiaries may negatively affect our business.
Our insurance company subsidiaries are evaluated for overall financial strength by A.M. Best to receive financial strength ratings ("FSRs"), which are an important factor in establishing the competitive position of insurance companies. These FSRs reflect A.M. Best’s opinion of our insurance company subsidiaries’ financial strength, operating performance, strategic position and ability to meet obligations to policyholders, and are not evaluations directed to investors. Our insurance company subsidiaries’ FSRs are subject to periodic review, and the criteria used in the rating methodologies are subject to change. While all of our insurance company subsidiaries that are rated are currently rated "A" (Excellent), their FSRs are subject to change. In addition, a significant portion of our business is conducted through small- and mid-sized insurance carriers, program managers and other insurance organizations that do not have an A.M. Best FSR themselves or otherwise require a highly rated carrier, such as ourselves, to meet their business objectives. A downgrade in our insurance company subsidiaries’ FSRs could lead to our Program Partners doing business preferentially with other insurance companies and materially adversely affect our business, financial condition and results of operations.

If we are unable to accurately underwrite risks and charge competitive yet profitable rates to our clients and policyholders, our business, financial condition and results of operations may be materially and adversely affected.
In general, the premiums for our insurance policies are established at the time a policy is issued and, therefore, before all of our underlying costs are known. Like other insurance companies, we rely on estimates and assumptions in setting our premium rates. Establishing adequate premium rates is necessary, together with investment income, to generate sufficient revenue to offset losses and LAE and other general and administrative expenses in order to earn a profit. If we do not accurately assess the risks that we assume, we may not charge adequate premiums to cover our losses and expenses, which would adversely affect our results of operations and our profitability. Alternatively, we could set our premiums too high, which could reduce our competitiveness and lead to lower policyholder retention, resulting in lower revenues. Pricing is a highly complex exercise involving the acquisition and analysis of historical loss data and the projection of future trends, loss costs and expenses and inflation trends, among other factors, for each of our products in multiple risk tiers and many different markets. To accurately price our policies, we must:
collect and properly analyze a substantial volume of data from our insureds;
develop, test and apply appropriate actuarial projections and ratings formulas;
closely monitor and timely recognize changes in trends; and
project both frequency and severity of our insureds’ losses with reasonable accuracy.

We seek to implement our pricing accurately in accordance with our assumptions. Our ability to undertake these efforts successfully and, as a result, accurately price our policies, is subject to a number of risks and uncertainties, including:
insufficient or unreliable data;
incorrect or incomplete analysis of available data;
uncertainties generally inherent in estimates and assumptions;
our failure to implement appropriate actuarial projections and ratings formulas or other pricing methodologies;
regulatory constraints on rate increases;
our failure to accurately estimate investment yields and the duration of our liability for losses and LAE; and
unanticipated court decisions, legislation or regulatory action.

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If actual renewals of our existing contracts do not meet expectations, our written premiums in future years and our future results of operations could be materially adversely affected.
Many of our contracts are written for a one-year term. In our financial forecasting process, we make assumptions about the rates of renewal of our prior year’s contracts. The insurance and reinsurance industries have historically been cyclical businesses with intense competition, often based on and highly sensitive to price. If actual renewals do not substantially meet expectations or if we choose not to write a renewal because of pricing conditions, our written premiums in future years and our future operations wouldcould be materially adversely affected.

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We may change our underwriting guidelines or our strategy without stockholder approval.
Our management has the authority to change our underwriting guidelines or our strategy without notice to our stockholders and without stockholder approval. As a result, we may make fundamental changes to our operations without stockholder approval, which could result in our pursuing a strategy or implementing underwriting guidelines that may be materially different from the strategy or underwriting guidelines described in the section titled "Business" or elsewhere in this Annual Report on Form 10-K.

We may act based on inaccurate or incomplete information regarding the accounts we underwrite.
We rely on information provided by insureds or their representatives when underwriting insurance policies, and this information may be incorrect or incomplete. While we may make inquiries to validate or supplement the information provided, such inquiries cannot eliminate all risk that the information provided will be correct and complete and will include all factors and context relevant to our underwriting decisions and process. It is possible that we will misunderstand the nature or extent of the activities or facilities and the corresponding extent of the risks that we insure because of our reliance on inadequate or inaccurate information.

Our employees could take excessive risks, which could negatively affect our financial condition and business.
As an insurance enterprise, we are in the business of evaluating and binding certain risks. The employees who conduct our business, including executive officers and other members of management, underwriters, product managers and other employees, do so in part by making decisions and choices that involve exposing us to risk. These include decisions such as setting underwriting guidelines and standards, product design and pricing, determining which business opportunities to pursue and other decisions. We endeavor, in both the setting and execution of our business strategy and the design and implementation of our compensation programs and practices, to avoid giving our employees incentives to take excessive risks. Employees may, however, take such risks regardless of strategic directives or the structure of our compensation programs and practices. Similarly, although we employ controls and procedures designed to monitor employees’ business decisions and prevent them from taking excessive risks, these controls and procedures may not be effective. If our employees take excessive risks, the impact of those risks could have a material adverse effect on our financial condition and business operations.

We may be unable to access the capital markets when needed, which may adversely affect our ability to take advantage of business opportunities as they arise and to fund our operations in a cost-effective manner.
Our ability to grow our business, either organically or through acquisitions, depends, in part, on our ability to access capital when needed. Capital markets may become illiquid from time to time, and we cannot predict the extent and duration of future economic and market disruptions or the impact of any government interventions. We may not be able to obtain financing on terms acceptable to us, or at all. If we need capital but cannot raise it or cannot obtain financing on terms acceptable to us, our business, financial condition and results of operations may be materially adversely affected and we may be unable to execute our long-term growth strategy.

Adverse economic factors, including recession, inflation, periods of high unemployment or lower economic activity could result in the sale of fewer policies than expected or an increase in frequency or severity of claims and premium defaults or both, which, in turn, could affect our growth and profitability.
Factors, such as business revenue, economic conditions, the volatility and strength of the capital markets and inflation can affect the business and economic environment. These same factors affect our ability to generate revenue and profits. In an economic downturn that is characterized by higher unemployment, declining spending and reduced corporate revenues, the demand for insurance products is generally adversely affected, which directly affects our premium levels and profitability. Prolonged and high unemployment that reduces the payrolls of our insureds would reduce the premiums that we are able to
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collect. Negative economic factors may also affect our ability to receive the appropriate rate for the risk we insure and may adversely affect our opportunities to underwrite profitable business.

Negative developments in the workers’ compensation insurance industry could adversely affect our business, financial condition and results of operations.
Although we engage in other businesses, 76.2%59.4% of our gross written premiums for the year ended December 31, 20202021 were attributable to workers’ compensation insurance policies providing both primary and excess coverage. As a result, negative developments in the economic, competitive or regulatory conditions affecting the workers’ compensation insurance industry could have a material adverse effect on our business, financial condition and results of operations. For example, if one of our
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larger markets were to enact legislation to increase the scope or amount of benefits for employees under workers’ compensation insurance policies without related premium increases or loss control measures, this could materially and adversely affect our business, financial condition and results of operations.

The insurance industry is cyclical in nature.
The financial performance of the insurance industry has historically fluctuated with periods of lower premium rates and excess underwriting capacity resulting from increased competition followed by periods of higher premium rates and reduced underwriting capacity resulting from decreased competition. Although the financial performance of an individual insurance company depends on its own specific business characteristics, the profitability of many insurance companies tends to follow this cyclical market pattern. Because this market cyclicality is due in large part to the actions of our competitors and general economic factors all of which are outside of our control, we cannot predict the timing, duration or magnitude of changes in the market cycle. We expect these cyclical patterns will cause our revenues and net income to fluctuate, which may cause the market price of our common stock to be more volatile.

Our failure to accurately and timely pay claims could harm our business.
We must accurately and timely evaluate and pay claims to manage costs and close claims expeditiously. Many factors affect our ability to evaluate and pay claims accurately and timely, including the training and experience of our claims staff, our claims department’s culture and the effectiveness of our management, our ability to develop or select and implement appropriate procedures and systems to support our claims functions and other factors. Our failure to accurately and timely pay claims could lead to regulatory and administrative actions or material litigation, undermine our reputation in the marketplace and materially and adversely affect our business, financial condition and results of operations.

If we do not hire and train new claims staff effectively or if we lose a significant number of experienced claims staff, our claims department may be required to handle an increasing workload, which could adversely affect the quality of our claims administration, and our business could be materially and adversely affected.

The effects of emerging claim and coverage issues on our business are uncertain.
As industry practices and economic, legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claims and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims. Examples of emerging claims and coverage issues include, but are not limited to:
judicial expansion of policy coverage and the impact of new theories of liability;
plaintiffs targeting property and casualty (P&C)P&C insurers in purported class action litigation relating to claims-handling and other practices;
medical developments that link health issues to particular causes, resulting in liability claims; and
claims relating to unanticipated consequences of current or new technologies, including cyber-security related risks and claims relating to potentially changing climate conditions.

In some instances, these emerging issues may not become apparent for some time after we have issued the affected insurance policies. As a result, the full extent of liability under our insurance policies may not be known until many years after the policies are issued.

In addition, the potential passage of new legislation or effects of court decisions that expand the right to sue, remove limitations on recovery, extend applicable statutes of limitations or otherwise repeal or weaken tort reforms could have an adverse impact on our business.
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The effects of these and other unforeseen emerging claim and coverage issues are difficult to predict and could harm our business and materially adversely affect our results of operations.

Our risk management policies and procedures may prove to be ineffective and leave us exposed to unidentified or unanticipated risk.
We have developed and continue to develop enterprise-wide risk management policies and procedures to mitigate risk and loss to which we are exposed. There are inherent limitations to risk management strategies because there may exist, or
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develop in the future, risks that we have not anticipated, identified or accurately assessed. If our risk management policies and procedures are ineffective, we may suffer unexpected losses and could be materially adversely affected. As our business changes and the markets in which we operate evolve, our risk management framework may not adapt at the same pace as those changes. As a result, there is a risk that new products or new business strategies may present risks that are not adequately identified, monitored or managed. In times of market stress, unanticipated market movements or unanticipated claims experience, the effectiveness of our risk management strategies may be insufficient, resulting in losses to us. In addition, we may be unable to effectively review and monitor all risks and our employees may not follow our risk management policies and procedures.

In addition, the NAIC and state legislatures and regulators have increased their focus on risks within an insurer’s holding company system that may pose enterprise risk to insurers. Our insurance company subsidiaries are subject to regulation in Kansas, the state of domicile of Benchmark, California, where Benchmark is commercially domiciled, Utah, the state of domicile of ALIC, Arkansas, the state of domicile of BSIC, and South Carolina, the state of domicile of 7710 Insurance Company. The Kansas Insurance Department, the California Department of Insurance, the Utah Insurance Department, the Arkansas Department of Insurance and the South Carolina Department of Insurance, the primary regulators of our insurance company subsidiaries, have adopted regulations implementing a requirement under the Kansas, California, Utah, Arkansas and South Carolina insurance laws, respectively, for insurance holding companies to adopt a formal enterprise risk management (ERM)("ERM") function and to file an annual enterprise risk report. The regulations also require domestic insurers to conduct an Own Risk and Solvency Assessment (ORSA)("ORSA") and to submit an ORSA summary report prepared in accordance with the NAIC’s ORSA Guidance Manual. While we operate within an ERM framework designed to assess and monitor our risks, we may not be able to effectively review and monitor all risks, our employees may not all operate within the ERM framework and our ERM framework may not result in our accurately identifying all risks and limiting our exposures based on our assessments.

If we are unable to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us, we may be required to bear increased risks or reduce the level of our underwriting commitments.
Our insurance company subsidiaries purchase reinsurance as part of our overall risk management strategy. While reinsurance does not discharge our insurance company subsidiaries from their obligation to pay claims for losses insured under their insurance policies, it does make the reinsurer liable to them for the reinsured portion of the risk. As part of our strategy for our issuing carrier business, we reinsure underwriting risk to third-party reinsurers. At the inception of a new program, we typically act as an issuing carrier where we reinsure a substantial amount of such risk to third parties. For these reasons, reinsurance is an important tool to manage transaction and insurance risk retention and to mitigate losses. We may be unable to maintain our current reinsurance arrangements or to obtain other reinsurance in adequate amounts and at favorable rates, particularly if reinsurers become unwilling or unable to support our specialized issuing carrier model in the future. Additionally, market conditions beyond our control may impact the availability and cost of reinsurance and could have a material adverse effect on our business, financial condition and results of operations. In recent years, our Program Partners have benefited from favorable market conditions, including growth in the role of MGAs and of offshore and other alternative sources of reinsurance. A decline in the availability of reinsurance, increases in the cost of reinsurance or a decreased level of activity by MGAs could limit the amount of issuing carrier business we could write and materially and adversely affect our business, financial condition, results of operations and prospects. We may, at certain times, be forced to incur additional costs for reinsurance or may be unable to obtain sufficient reinsurance on terms acceptable to us. In the latter case, we would have to accept an increase in exposure to risk, reduce the amount of business written by our insurance company subsidiaries or seek alternatives in line with our risk limits, all of which could materially adversely affect our business, financial condition and results of operations.

We are subject to reinsurance counterparty credit risk. Our reinsurers may not pay on losses in a timely fashion, or at all.
We purchase reinsurance to transfer part of the risk we have assumed (known as ceding) to a reinsurance company in exchange for part of the premium we receive in connection with the risk. Although reinsurance makes the reinsurer liable to
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us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us (the reinsured) of our liability to policyholders. Accordingly, we are exposed to credit risk with respect to our reinsurers to the extent the reinsurance receivable is not sufficiently secured by collateral or does not benefit from other credit enhancements. We also bear the risk that a reinsurer may be unwilling to pay amounts we have recorded as reinsurance recoverable for any reason, including that:
the terms of the reinsurance contract do not reflect the intent of the parties of the contract or there is a disagreement between the parties as to their intent;
the terms of the contract cannot be legally enforced;
the terms of the contract are interpreted by a court or arbitration panel differently than intended;
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the reinsurance transaction performs differently than we anticipated due to a flawed design of the reinsurance structure, terms or conditions; or
a change in laws and regulations, or in the interpretation of the laws and regulations, materially affects a reinsurance transaction.

The insolvency of one or more of our reinsurers, or their inability or unwillingness to make timely payments if and when required under the terms of our contracts, could materially adversely affect our business, financial condition and results of operations.

Some of our issuing carrier arrangements contain limits on the reinsurer’s obligations to us.
While we reinsure underwriting risk in our issuing carrier business, including a substantial amount of such risk at the inception of a new program, we have in certain cases entered into programs that contain limits on our reinsurers’ obligations to us, including loss ratio caps or aggregate reinsurance limits. To the extent losses under these programs exceed the prescribed limits, we will be liable to pay the losses in excess of such limits, which could materially and adversely affect our business, financial condition and results of operations.

Retention of business written by us or our Program Partners could expose us to potential losses.
We retain risk for our own account on business underwritten by both our insurance company subsidiaries and our Program Partners. The determination to retain risk by reducing the amount of reinsurance we purchase, or by not purchasing reinsurance for a particular risk, customer segment or niche, is based on a complex variety of factors, including market conditions, pricing, availability of reinsurance, our capital levels, loss experience and tolerance. A determination by us to retain greater risk increases our financial exposure to losses and significant losses could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Our loss reserves may be inadequate to cover our actual losses.
Significant periods of time often elapse between the occurrence of an insured loss, the reporting of the loss to us and our payment of that loss. To recognize liabilities for unpaid losses, we establish reserves as balance sheet liabilities representing estimates of amounts needed to pay reported and unreported losses and the related LAE. Loss reserves are estimates of the ultimate cost of claims and do not represent a precise calculation of any ultimate liability. These estimates are based on historical information and on estimates of future trends that may affect the frequency and severity of claims that may be reported in the future. Estimating loss reserves is a difficult, complex and inherently uncertain process involving many variables and subjective judgments. As part of the reserving process, we review historical data and consider the impact of various factors such as:
loss emergence and cedant reporting patterns;
underlying policy terms and conditions;
business and exposure mix;
trends in claim frequency and severity;
changes in operations;
emerging economic and social trends;
inflation; and
changes in the regulatory and litigation environments.
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This process assumes that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for predicting future events. It also assumes that adequate historical or other data exists upon which to make these judgments. For more information on the estimates used in the establishment of loss reserves, see "Management’s discussion and analysis of financial condition and results of operations - Critical accounting estimates - Reserves for unpaid losses and loss adjustment expenses" in this Annual Report on Form 10-K. There is, however, no precise method for evaluating the impact of any specific factor on the adequacy of reserves and actual results are likely to differ from original estimates, perhaps materially. If the actual amount of insured losses is greater than the amount we have reserved for these losses, our profitability could suffer.

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We may not be able to manage our growth effectively.
We intend to grow our business in the future, which could require additional capital, systems development and skilled personnel. To effectaffect our growth strategy, however, we must be able to meet our capital needs, expand our systems and our internal controls effectively, allocate our human resources optimally, identify and hire qualified employees or effectively incorporate any acquisitions we make in our effort to achieve growth. The failure to manage our growth effectively could have a material adverse effect on our business, financial condition and results of operations.

Our ability to grow our business will depend in part on the addition of new Program Partners, and our inability to effectively onboard such new Program Partners could have a material adverse effect on our business, financial condition and results of operations.
Our ability to grow our business will depend in part on the addition of new Program Partners. If we do not effectively onboard our new Program Partners, including assisting such Program Partners to quickly resolve any post-onboarding issues and provide effective ongoing support, our ability to add new Program Partners and our relationships with our existing Program Partners could be adversely affected. Additionally, our reputation with potential new customers could be damaged if we fail to meet the requirements of our customers as a result of any of our failure to effectively onboard new Program Partners. Such reputational damage could make it more difficult for us to attract new and retain existing Program Partners, which could have a material adverse effect on our business, financial condition and results of operations.

We could be adversely affected by the loss of one or more key executives or by an inability to attract and retain qualified personnel.
We depend on our ability to attract and retain experienced personnel and seasoned key executives who are knowledgeable about our business and industry. The pool of talent from which we actively recruit may fluctuate based on market dynamics specific to our industry and independent of overall economic conditions. As such, higher demand for employees having the desired skills and expertise could lead to increased compensation expectations for existing and prospective personnel, making it difficult for us to retain and recruit key personnel and maintain labor costs at desired levels. Should any of our executives terminate their employment with us, or if we are unable to retain and attract talented personnel, we may be unable to maintain our current competitive position in the specialized markets in which we operate, which could adversely affect our business and results of operations.

Performance of our investment portfolio is subject to a variety of investment risks.
Our results of operations depend, in part, on the performance of our investment portfolio. We seek to hold a high-quality portfolio of investments that is managed by a professional investment advisory management firm in accordance with our investment policy and routinely reviewed by our management team.Investment Committee. Our investments, however, are subject to general economic conditions and market risks as well as risks inherent to particular securities.

Our primary market risk exposures are to changes in interest rates. See "Item 7A — Quantitative and Qualitative Disclosures About Market Risk." In recent years, interest rates have been at or near historic lows. A protracted low interest rate environment would continue to place pressure on our net investment income, which, in turn, may adversely affect our profitability. Future increases in interest rates could cause the values of our fixed income securities portfolios to decline, with the magnitude of the decline depending on the duration of securities included in our portfolio and the amount by which interest rates increase. Some fixed income securities have call or prepayment options, which create possible reinvestment risk in declining rate environments. Other fixed income securities, such as mortgage-backed and asset-backed securities, carry prepayment risk or, in a rising interest rate environment, may not prepay as quickly as expected.

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The value of our investment portfolio is subject to the risk that certain investments may default or become impaired due to deterioration in the financial condition of one or more issuers of the securities we hold, or due to deterioration in the financial condition of an insurer that guarantees an issuer’s payments on such investments. Downgrades in the credit ratings of fixed maturities also have a significant negative effect on the market valuation of such securities.

Such factors could reduce our net investment income and result in realized investment losses. Our investment portfolio is subject to increased valuation uncertainties when investment markets are illiquid. The valuation of investments is more subjective when markets are illiquid, thereby increasing the risk that the estimated fair value (i.e., the carrying amount) of the securities we hold in our portfolio does not reflect prices at which actual transactions would occur.

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Risks for all types of securities are managed through the application of our investment policy, which establishes investment parameters that include maximum percentages of investment in certain types of securities and minimum levels of credit quality, which we believe are within applicable guidelines established by the NAIC, the Kansas Insurance Department, the California Department of Insurance, the Utah Insurance Department, the Arkansas Department of Insurance, and the South Carolina Department of Insurance. Our investment objectives may not be achieved in whole or in part, and results may vary substantially over time. In addition, although we seek to employ investment strategies that are not correlated with our insurance and reinsurance exposures, losses in our investment portfolio may occur at the same time as underwriting losses.

Any shift in our investment strategy could increase the risk exposure of our investment portfolio and the volatility of our results, which, in turn, may adversely affect our profitability.
Our investment strategy has historically been focused on fixed income securities which have historically been subject to less volatility but also lower returns as compared to certain other asset classes. In the future, our investment strategy may include a greater focus on investments in equity securities, which are subject, among other things, to changes in value that may be attributable to market perception of a particular issuer or industry or to general stock market fluctuations that affect all issuers. Common stocks also generally subject their holders to greater risk of loss than preferred stocks and debt securities because common stockholders’ claims are subordinated to those of holders of preferred stocks and debt securities upon the bankruptcy of the issuer. For these reasons, among others, investments in equity securities have historically been more volatile than investments in other asset classes such as fixed income securities. An increase in the overall risk exposure of our investment portfolio could increase the volatility of our results, which, in turn, may adversely affect our profitability.

We could be forced to sell investments to meet our liquidity requirements.
We invest the premiums we receive from our insureds until they are needed to pay policyholder claims. Consequently, we seek to manage the duration of our investment portfolio based on the expected duration of our losses and loss adjustment expenses reserves to ensure sufficient liquidity and avoid having to liquidate investments to fund claims. Risks such as inadequate losses and loss adjustment expenses reserves or unfavorable trends in litigation could potentially result in the need to sell investments to fund these liabilities. We may not be able to sell our investments at favorable prices or at all and sales of our investments could result in significant realized losses depending on the conditions of the general market, interest rates and credit issues with individual securities.

We may face increased competition in our programs market.
While we believe there are relatively few competitors in the small- and mid-sized programs market that have the broad in-house expertise and wide array of services that we offer to our Program Partners, we may face increased competition if other companies decide to compete with us in our programs market or competitors begin to offer policy administration or other services. Any increase in competition in this market, especially by one or more companies that have greater resources than we have, could materially adversely affect our business, financial condition and results of operations.

We compete with a large number of companies in the insurance industry for underwriting premium.
We compete with a large number of other companies in the insurance industry for underwriting premium. During periods of intense competition for premium, in particular, our business may be challenged to maintain competitiveness with other companies that may seek to write policies without the same regard for risk and profitability as we have exhibited historically. During these times, it may be difficult for us to grow or maintain premium volume without lowering underwriting standards, sacrificing income, or both.

In addition, we face competition from a wide range of specialty insurance companies, underwriting agencies and intermediaries, as well as diversified financial services companies that are significantly larger than we are and that have
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significantly greater financial, marketing, management and other resources. Some of these competitors also have greater market recognition than we do. The greater resources or market presence that these competitors possess may enable them to avoid or defray particular costs, employ greater pricing flexibility, have a higher tolerance for risk or loss, or exploit other advantages that may make it more difficult for us to compete. We may incur increased costs in competing for underwriting revenues in this environment. If we are unable to compete effectively in the markets in which we operate or expand our operations into new markets, our underwriting revenues may decline, as well as overall business results.

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Our results of operations, liquidity, financial condition and FSRs are subject to the effects of natural and man-made catastrophic events.
Events such as hurricanes, windstorms, flooding, earthquakes, wildfires, solar storms, other natural disasters, acts of terrorism, explosions and fires, cyber-crimes, public health crises, illness, epidemics or pandemic health events, product defects, mass torts and other catastrophes may adversely affect our business in the future. Such catastrophic events, and any relevant regulations, could expose us to:
widespread claim costs associated with P&C and workers’ compensation claims;
losses resulting from a decline in the value of our invested assets;
losses resulting from actual policy experience that is adverse compared to the assumptions made in product pricing;
declines in value and/or losses with respect to companies and other entities whose securities we hold and counterparties with whom we transact business to whom we have credit exposure, including reinsurers, and declines in the value of investments; and
significant interruptions to our systems and operations.

Natural and man-made catastrophic events are generally unpredictable. While we have structured our business and selected our niches in part to avoid catastrophic losses, our exposure to such losses depends on various factors, including the frequency and severity of the catastrophes, the rate of inflation and the value and geographic or other concentrations of insured companies and individuals. Vendor models and proprietary assumptions and processes that we use to manage catastrophe exposure may prove to be ineffective due to incorrect assumptions or estimates.

In addition, legislative and regulatory initiatives and court decisions following major catastrophes could require us to pay the insured beyond the provisions of the original insurance policy and may prohibit the application of a deductible, resulting in inflated catastrophe claims.

These and other disruptions could materially and adversely affect our business, financial condition and results of operations.

Global climate change may in the future increase the frequency and severity of weather events and resulting losses, particularly to the extent our policies are concentrated in geographic areas where such events occur, may have an adverse effect on our business, financial condition and results of operations.
Scientific evidence indicates that man-made production of greenhouse gas has had, and will continue to have, an adverse effect on the global climate. There is a growing consensus today that climate change increases the frequency and severity of extreme weather events and, in recent years, the frequency of extreme weather events appears to have increased. We cannot predict whether or to what extent damage that may be caused by natural events, such as wild fires, severe tropical storms and hurricanes, will affect our ability to write new insurance policies and reinsurance contracts, but, to the extent our policies are concentrated in the specific geographic areas in which these events occur, the increased frequency and severity of such events and the total amount of our loss exposure in the impacted areas of such events may adversely affect our business, financial condition and results of operations. In addition, although we have historically had limited exposure to catastrophic risk, claims from catastrophic events could reduce our earnings and cause substantial volatility in our business, financial condition and results of operations for any period. However, assessing the risk of loss and damage associated with the adverse effects of climate change and the range of approaches to address loss and damage associated with the adverse effects of climate change, including impacts related to extreme weather events and slow onset events, remains a challenge and might adversely affect our business, financial condition and results of operations.

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Because our business depends on insurance brokers, we are exposed to certain risks arising out of our reliance on these distribution channels that could adversely affect our results.
Certain premiums from policyholders, where the business is produced by brokers, are collected directly by the brokers and forwarded to our insurance subsidiaries. In certain jurisdictions, when the insured pays its policy premium to its broker for payment on behalf of our insurance subsidiaries, the premium may be considered to have been paid under applicable insurance laws and regulations. Accordingly, the insured would no longer be liable to us for those amounts, whether or not we have actually received the premium from that broker. Consequently, we assume a degree of credit risk associated with the brokers with whom we work. Where necessary, we review the financial condition of potential new brokers before we agree to transact business with them. Although the failure by any of our brokers to remit premiums to us has not been material to date,
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there may be instances where our brokers collect premiums but do not remit them to us and we may be required under applicable law to provide the coverage set forth in the policy despite the absence of related premiums being paid to us.

Because the possibility of these events occurring depends in large part on the financial condition and internal operations of our brokers, we monitor broker behavior and review financial information on an as-needed basis. If we are unable to collect premiums from our brokers in the future, our underwriting profits may decline and our financial condition and results of operations could be materially and adversely affected.

Our operating results have in the past varied from quarter to quarter and may not be indicative of our long-term prospects.
Our operating results are subject to fluctuation and have historically varied from quarter to quarter. We expect our quarterly results to continue to fluctuate in the future due to a number of factors, including the general economic conditions in the markets where we operate, the frequency of occurrence or severity of catastrophic or other insured events, fluctuating interest rates, claims exceeding our loss reserves, competition in our industry, deviations from expected renewal rates of our existing policies and contracts, adverse investment performance and the cost of reinsurance coverage.

In particular, we seek to underwrite products and make investments to achieve favorable returns on tangible stockholders’ equity over the long term. In addition, our opportunistic nature and focus on long-term growth in tangible equity may result in fluctuations in gross written premiums from period to period as we concentrate on underwriting contracts that we believe will generate better long-term, rather than short-term, results. Accordingly, our short-term results of operations may not be indicative of our long-term prospects.

Any failure to protect our intellectual property rights could impair our ability to protect our intellectual property, proprietary technology platform and brand, or we may be sued by third parties for alleged infringement of their proprietary rights.
Our success and ability to compete depend in part on our intellectual property, which includes our rights in our proprietary technology platform and our brand. We primarily rely on copyright, trade secret and trademark laws and confidentiality agreements with our employees, customers, service providers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property may be inadequate. Litigation brought to protect and enforce our intellectual property rights could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Additionally, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity, enforceability and scope of our intellectual property rights. Our failure to secure, protect and enforce our intellectual property rights could adversely affect our brand and adversely impact our business.

Our success depends also in part on our not infringing on the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our industry. In the future, third parties may claim that we are infringing on their intellectual property rights, and we may be found to be infringing on such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. Even if we were to prevail in such a dispute, any litigation could be costly and time consuming and divert the attention of our management and key personnel from our business operations.

Technology risks
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Technology breaches or failures of our or our business partners’ systems could adversely affect our business.
Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to our information technology systems and those of our business partners or service providers to sophisticated and targeted measures known as advanced persistent threats. While we and our business partners and service providers employ measures designed to prevent, detect, address and mitigate these threats (including access controls, data encryption, vulnerability assessments, continuous monitoring of information technology networks and systems and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data (personal or otherwise) and confidential or proprietary information (our own or that of third parties) and the disruption of business operations. In 2020, we discovered that we were subject to atwo cybersecurity incidentincidents that involved a third partythird-party obtaining unauthorized access to an employee’s electronic mailbox that was compromised
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in August 2019 through a phishing email.mailbox. In conjunction with our cybersecurity insurance carrier, we engaged outside counsel and a consulting firm specializing in digital forensics. The incident did not have a significant effect on our business, financial performance or reputation. In conjunction with our internal evaluation and through consultation with outside counsel, we performed a targeted notification of the data breach to those affected individuals for which we had accurate contact information and this matter is considered closed.

In November 2020, we discovered that one of our subsidiaries was subject to an incident involving a third party obtaining unauthorized access to an employee's electronic mailbox through a phishing email. Through our internal investigations, it was determined that no additional email accounts were compromised. Our cybersecurity insurance carrier was engaged, and it was determined that the exposure did not warrant additional data forensics. The incident did not have a significant effect on our business, financial performance or reputation. Significant security controls and system upgrades have since been implemented to mitigate risks. As a result of our internal evaluation and in consultation with outside insurance carrier, this matter is considered closed.

In addition, cyber incidents that impact the availability, reliability, speed, accuracy or other proper functioning of our technology systems (or the data held by such systems) could affect our operations. We may not have the resources or technical sophistication to anticipate or prevent every type of cyber-attack. A significant cybersecurity incident, including system failure, security breach, disruption by malware or other damage could interrupt or delay our operations, result in a violation of applicable privacy and other laws, expose us to litigation and potential liability, damage our reputation, cause a loss of customers or give rise to monetary fines and other penalties, any or all of which could be material. It is possible that insurance coverage we have in place would not entirely protect us in the event that we experienced a cybersecurity incident, interruption or widespread failure of our information technology systems.

Any significant interruption in the operation of our computer systems could adversely affect our business, financial condition and results of operations.
We rely on multiple computer systems to interact with customers, issue policies, pay claims, run modeling functions, assess insurance risks and complete various important internal processes including accounting and bookkeeping. Our business depends on our ability to access these systems to perform necessary business functions. Additionally, some of these systems may include or rely upon third-party systems not located on our premises. Any of these systems may be exposed to unplanned interruption, unreliability or intrusion from a variety of causes, including among others, storms and other natural disasters, terrorist attacks, utility outages, security breaches or complications encountered as existing systems are replaced or upgraded.

Any such issues could materially affect us including the impairment of information availability, compromise of system integrity or accuracy, misappropriation of confidential information, reduction of our volume of transactions and interruption of our general business. Although we believe our computer systems are securely protected and continue to take steps to ensure they are protected against such risks, such problems may occur. If they do, interruption to our business and damage to our reputation, and related costs, could be significant, which could have a material adverse effect on our business, financial condition and results of operations.

We employ third-party licensed software for use in our business and the inability to maintain these licenses or errors in the software we license, could result in increased costs, or reduced service levels, which would adversely affect our business.
Our business relies on certain third-party software obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party software in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of new third-party software may require significant work and require substantial investment of our time and resources. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties, which may not be available on commercially reasonable terms or at all. Many of the risks associated with the use of third-party software cannot be eliminated, and these risks could negatively affect our business.

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Legal and regulatory risks

We are subject to extensive regulation.regulation and such regulation may become more extensive in the future.
Most insurance regulations are designed to protect the interests of policyholders rather than stockholders and other investors. These regulations, generally administered by a department of insurance in each state and territory in which we do business, relate to, among other things:
approval of policy forms and premium rates;
standards of solvency, including risk-based capital measurements;
licensing of insurers;
challenging our use of fronting arrangements in states in which our Program Partner is not licensed;arrangements;
imposing minimum capital and surplus requirements for insurance company subsidiaries;
restrictions on agreements with our large revenue-producing agents;
cancellation and non-renewal of policies;
restrictions on the nature, quality and concentration of investments;
restrictions on the ability of our insurance company subsidiaries to pay dividends to us;
restrictions on transactions between our insurance company subsidiaries and their affiliates;
restrictions on the size of risks insurable under a single policy;
requiring deposits for the benefit of policyholders;
requiring certain methods of accounting;
periodic examinations of our operations and finances;
prescribing the form and content of records of financial condition required to be filed; and
requiring reserves for unearned premium, losses and other purposes.

State insurance departments also conduct periodic examinations of the conduct and affairs of insurance companies and require the filing of annual, quarterly and other reports relating to financial condition, holding company issues, ERM and ORSA and other matters. These regulatory requirements could adversely affect or inhibit our ability to achieve some or all of our business objectives, including profitable operations in our various customer segments.

In addition, regulatory authorities have relatively broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In some instances, we follow practices based on our interpretations of regulations or practices that we believe may be generally followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, insurance regulatory authorities could fine us, preclude or temporarily suspend us from carrying on some or all of our activities in certain jurisdictions or otherwise penalize us. This could adversely affect our ability to operate our business. Further, changes in the laws and regulations applicable to the insurance industry or interpretations by regulatory authorities could adversely affect our ability to operate our business as currently conducted and in accordance with our business objectives.

In addition to regulations specific to the insurance industry, including the insurance laws of our principal state regulators (the Kansas Insurance Department, the California Department of Insurance, the Utah Insurance Department, the Arkansas Department of Insurance and the South Carolina Department of Insurance), as a public company we will also be subject to the rules and regulations of the SEC and the securities exchange on which our common stock is listed, each of which regulate many areas such as financial and business disclosures, corporate governance and stockholder matters. We are also subject to laws relating to federal trade restrictions, privacy/data security and terrorism risk insurance laws.

Legislators and regulators may periodically consider various proposals that may affect our business practices and product designs, how we sell or service certain products we offer or the profitability of our business. We continually monitor such
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proposals and assess how they may apply to us or our competitors or how they could impact our business, financial condition, results of operations and ability to compete effectively.

We monitor these laws, regulations and rules on an ongoing basis to ensure compliance and make appropriate changes as necessary. Implementing such changes may require adjustments to our business methods, increases to our costs and other
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changes that could cause us to be less competitive in our industry. For further information on the regulation of our business, see the "Item 1 — Business."

Regulators may challenge our use of fronting arrangements in states in which our Program Partners are not licensed.
We enter into fronting, or issuing carrier, arrangements with our Program Partners that require a broadly licensed, highly rated admitted carrier to conduct their business in states in which such Program Partner is not licensed or is not authorized to write particular lines of insurance. We typically act as the reinsurance broker to the program as well as the issuing carrier, which enables us to charge fees for the placement of reinsurance in addition to the fronting fees. We also receive ceding commissions from third-party reinsurers to which we transfer all or a portion of the underwriting risk. Some state insurance regulators may object to our issuing carrier arrangements. In certain states, including Florida and Kentucky, the insurance commissioner has the authority to prohibit an authorized insurer from acting as an issuing carrier for an unauthorized insurer. In addition, insurance departments in states in which there is no statutory or regulatory prohibition against an authorized insurer acting as an issuing carrier for an unauthorized insurer could deem the assuming insurer to be transacting insurance business without a license and the issuing carrier to be aiding and abetting the unauthorized sale of insurance.

If regulators in any of the states where we conduct our issuing carrier business were to prohibit or limit the arrangement, we would be prevented or limited from conducting that business for which a capacity provider is not authorized in those states, unless and until the capacity provider is able to obtain the necessary licenses. This could have a material and adverse effect on our business, financial condition and results of operations. See "We depend on a limited number of Program Partners for a substantial portion of our gross written premiums."

Regulation may become more extensive in the future.
Legislators and regulators may periodically consider various proposals that may affect our business practices and product designs, how we sell or service certain products we offer or the profitability of our business. We continually monitor such proposals and assess how they may apply to us or our competitors or how they could impact our business, financial condition, results of operations and ability to compete effectively.

Increasing regulatory focus on privacy issues and expanding laws could affect our business model and expose us to increased liability.
The regulatory environment surrounding information security and privacy is increasingly demanding.

We are subject to numerous U.S. federal and state laws and non-U.S. regulations governing the protection of personal and confidential information of our customers or employees. On October 24, 2017, the NAIC adopted an Insurance Data Security Model Law, which requires licensed insurance entities to comply with detailed information security requirements. The NAIC model law has been adopted by certain states and is under consideration by others. It is not yet known whether or not, and to what extent, states legislatures or insurance regulators where we operate will enact the Insurance Data Security Model Law, in whole, in part, or in a modified form. Such enactments, especially if inconsistent between states or with existing laws and regulations, could raise compliance costs or increase the risk of noncompliance, with the attendant risk of being subject to regulatory enforcement actions and penalties, as well as reputational harm. Any such events could potentially have an adverse impact on our business, financial condition or results of operations.

As a holding company, we rely on dividends and payments from our insurance company subsidiaries to operate our business. Our ability to receive dividends and permitted payments from our subsidiaries is subject to regulatory constraints.
We are a holding company and, as such, have no direct operations of our own. We do not expect to have any significant assets other than our ownership of equity interests in our operating subsidiaries. We accordingly depend on the payment of funds from our subsidiaries in the form of dividends, distributions or otherwise to meet our obligations and to pay our expenses. The ability of our subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities, and legal restrictions.

In addition, dividends payable from our insurance company subsidiaries without the prior approval of the applicable insurance commissioner are limited to the greater of 10% of (a) Benchmark’s surplus as shown on the last statutory financial statement on file with the Kansas Insurance Department and the California Department of Insurance, respectively, or (b) 100% of net income during the applicable twelve-month period (not including realized capital gains); in Utah, the lesser of 10% of (x) ALIC’s surplus as shown on the last statutory financial statement on file with the Utah Insurance Department, or (y) 100% of net income during the applicable twelve-month period (not including realized gains); in Arkansas, the lesser of (aa)
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(y)10% of BSIC's surplus as shown on the last statutory financial statement on file with the Arkansas Insurance Department, or (bb) 100% of net income during the applicable twelve-month period (not including realized capital gains); and in South Carolina, the greater of 10% of earned surplus or 100% of net income from operations. As of December 31, 2020,2021, the maximum amount of unrestricted dividends that our insurance company subsidiaries could pay to us without approval was $23.9$21.0 million. Our insurance company subsidiaries may be unable to pay dividends in the future, and the limitations of such dividends could adversely affect our business, liquidity or financial condition.

We may have exposure to losses from acts of terrorism as we are required by law to provide certain coverage for such losses.
U.S. insurers are required by state and federal law to offer coverage for acts of terrorism in certain commercial lines, including workers’ compensation. The Terrorism Risk Insurance Act, as extended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (TRIPRA)("TRIPRA") requires commercial P&C insurance companies to offer coverage for acts of terrorism, whether foreign or domestic, and established a federal assistance program through the end of 2020 to help cover claims related to future terrorism-related losses. On December 20, 2019, the Terrorism Risk Insurance Program Reauthorization Act of 2019 was signed into law, extending TRIPRA for seven years through December 31, 2027. The likelihood and impact of any terrorist act is unpredictable, and the ultimate impact on us would depend upon the nature, extent, location and timing of such an act. Although we reinsure a portion of the terrorism risk we retain under TRIPRA, our terrorism reinsurance does not provide full coverage for an act stemming from nuclear, biological or chemical terrorism. To the extent an act of terrorism, whether a domestic or foreign act, is certified by the Secretary of Treasury, we may be covered under TRIPRA of our losses for certain P&C lines of insurance. However, any such coverage would be subject to a mandatory deductible based on 20% of earned premium for the prior year for the covered lines of commercial P&C insurance. Based on our 20202021 earned premiums, our aggregate deductible under TRIPRA during 20212022 is approximately $80$110 million. The federal government will then reimburse us for losses in excess of our deductible, which will be 80% of losses in 2020, up to a total industry program limit of $100 billion.2021.

Assessments and premium surcharges for state guaranty funds, secondary-injury funds, residual market programs and other mandatory pooling arrangements may reduce our profitability.
Most states require insurance companies licensed to do business in their state to participate in guaranty funds, which require the insurance companies to bear a portion of the unfunded obligations of impaired, insolvent or failed insurance companies. These obligations are funded by assessments, which are expected to continue in the future. State guaranty associations levy assessments, up to prescribed limits, on all member insurance companies in the state based on their proportionate share of premiums written in the lines of business in which the impaired, insolvent or failed insurance companies are engaged. Accordingly, the assessments levied on us may increase as we increase our written premiums. Some states also have laws that establish secondary-injury funds to reimburse insurers and employers for claims paid to injured employees for aggravation of prior conditions or injuries. These funds are supported by either assessments or premium surcharges based on incurred losses.

In addition, as a condition to conducting business in some states, insurance companies are required to participate in residual market programs to provide insurance to those who cannot procure coverage from an insurance carrier on a negotiated basis. Insurance companies generally can fulfill their residual market obligations by, among other things, participating in a reinsurance pool where the results of all policies provided through the pool are shared by the participating insurance companies. Although we price our insurance to account for our potential obligations under these pooling arrangements, we may not be able to accurately estimate our liability for these obligations. Accordingly, mandatory pooling arrangements may cause a decrease in our profits. Further, the impairment, insolvency or failure of other insurance companies in these pooling arrangements would likely increase the liability for other members in the pool. The effect of assessments and premium surcharges or increases in such assessments or surcharges could reduce our profitability in any given period or limit our ability to grow our business.

Changes in federal, state or foreign tax laws could adversely affect our business, financial condition, results of operations and liquidity.
Changes in federal, state or foreign tax laws and tax rates or regulations could have a material adverse effect on our profitability and financial condition. The Company’s federal and state tax returns reflect certain items such as tax-exempt bond interest, tax credits and insurance reserve deductions. There is an increasing risk that, in the context of deficit reduction or overall tax reform in the U.S., federal and/or state tax legislation could modify or eliminate these items, impacting the Company, its investments, investment strategies and/or its policyholders. In addition, the Organization for Economic Co-operation and Development’s efforts around Global Pillars I and II dealing with possible new digital taxes and global
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minimum taxes, if enacted, could increase the Company’s overall tax burden, adversely affecting the Company’s business, financial condition and results of operation.

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On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the "Tax Cuts and Jobs Act" ("Tax Reform"). There is a risk that Congress could enact future legislation that may change or eliminate the provisions of that Tax Reform or affect how the provisions apply to the Company, including a federal corporate tax rate increase or other changes that may affect the manner in which insurance companies are taxed. Moreover, individual states could enact changes in state tax laws, either in response to the Tax Reform or to any changes to it that Congress may enact that, in turn, could adversely affect the Company's business and financial results.

The discontinuance of LIBOR may adversely affect the value of certain investments we hold and any other assets or liabilities whose value may be tied to LIBOR.
LIBOR is an indicative measure of the average interest rate at which major global banks could borrow from one another. LIBOR is used as a benchmark or reference rate in floating rate fixed maturities that are part of our investment portfolio, as well as our secured credit facility.

In July 2017, the U.K. Financial Conduct Authority announced that by the end of 2021, it intends to stop persuading or compelling banks to report information used to set LIBOR, which could result in LIBOR no longer being published after 2021 or a determination by regulators that LIBOR is no longer representative of its underlying market.LIBOR. Since 2017, actions by regulators have resulted in efforts to establish alternative reference rates to LIBOR in several major currencies. The Alternative Reference Rate Committee, a group of private-market participants convened by the Federal Reserve Board and the Federal Reserve Bank of New York, has recommended the Secured Overnight Funding Rate ("SOFR") as its preferred alternative rate for U.S. dollar LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. The Federal Reserve Bank of New York began publishing daily SOFR in April 2018. Development of broadly accepted methodologies for transitioning from LIBOR, an unsecured forward-looking rate, to SOFR, a secured rate based on historical transactions, is ongoing.

The Company continues to monitor and assess the potential impacts of the discontinuation of LIBOR, which will vary depending on (1) existing contract language to determine a LIBOR replacement rate, referred to as "fallback provisions", in individual contracts and (2) whether, how, and when industry participants develop and widely adopt new reference rates and fallback provisions for both existing and new products or instruments. At this time, it is not possible to predict how markets will respond to these new rates and the effect that the discontinuation of LIBOR might have on new or existing financial instruments. If LIBOR ceases to exist or is found by regulators to no longer be representative, outstanding contracts with interest rates tied to LIBOR may be adversely affected andaffected. This may impact our results of operations through a reduction in value of some of our LIBOR referenced floating rate investments and an increase in the interest we pay on our secured credit facility. Additionally, any discontinuation of or transition from LIBOR may impact pricing, valuation and risk analytic processes.

Risks related to our common stock

Our stock price may be volatile or may decline regardless of our operating performance.
SomeIn addition to the other risks mentioned in this section of the Annual Report, some factors that may cause the market price of our common stock to fluctuate in addition to the other risks mentioned in this section of the Annual Report, are:
our operating and financial performance and prospects;
our announcements or our competitors’ announcements regarding new products or services, enhancements, significant contracts, acquisitions or strategic investments;
changes in earnings estimates or recommendations by securities analysts who cover our common stock;
fluctuations in our quarterly financial results or earnings guidance or the quarterly financial results or earnings guidance of companies perceived to be similar to us;
changes in our capital structure, such as future issuances of securities, sales of large blocks of common stock by our stockholders, including our principal stockholders, or the incurrence of additional debt;
departure of key personnel;
reputational issues;
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changes in general economic and market conditions;
changes in industry conditions or perceptions or changes in the market outlook for the insurance industry; and
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changes in applicable laws, rules or regulations, regulations; and
regulatory actions affecting us and other dynamics.
The securities markets have from time to time experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general market, economic and political conditions, such as recessions, loss of investor confidence or interest rate changes, may negatively affect the market price of our common stock. In addition, price volatility may be greater if the public float and trading volume of shares of our common stock are low.

If securities analysts do not publish research or reports about our business or our industry or if they issue unfavorable commentary or negative recommendations with respect to our common stock, the price of our common stock could decline.
The trading market for our common stock will be influenced by the research and reports that equity research and other securities analysts publish about us, our business and our industry. We do not have control over these analysts and we may be unable or slow to attract research coverage. One or more analysts could issue negative recommendations with respect to our common stock or publish other unfavorable commentary or cease publishing reports about us, our business or our industry. If one or more of these analysts cease coverage of us, we could lose visibility in the market. As a result of one or more of these factors, the market price of our common stock price could decline rapidly and our common stock trading volume could be adversely affected.

Our principal stockholders will be able to exert significant influence over us and our corporate decisions.
Our principal stockholders, the Altaris Funds, hold approximately 55%47% of our common stock as of December 31, 2020.2021. As a result, our principal stockholders are able to influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions. Our principal stockholders may also have interests that differ from yoursother stockholders and may vote in a way with which youother stockholders disagree and which may be adverse to yourother stockholders' interests. The concentration of ownership may also have the effect of delaying, preventing or deterring a change of control of us,the Company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of usthe Company and may ultimately affect the market price of our common stock.

In connection with our IPO, we entered into a director nomination agreement (the "Director Nomination Agreement") with the Altaris Funds. SoGenerally, this Director Nomination Agreement provides that: (i) so long as the Altaris Funds own 35% or more of our outstanding common stock, the Altaris Funds will have the right (but not the obligation) to nominate three individuals to our board of directors; (ii) so long as the Altaris Funds own 20% or more but less than 35% of our outstanding common stock, the Altaris Funds will have the right (but not the obligation) to nominate two individuals to our board of directors; (iii) and so long as the Altaris Funds own 10% or more but less than 20% of our outstanding common stock, the Altaris Funds will have the right (but not the obligation) to nominate one individual to our board of directors. Subject to limited exceptions, we will include these nominees in the slate of nominees recommended to our stockholders for election as directors.

As long as our principal stockholders own a majority of our common stock, we may rely on certain exemptions from the corporate governance requirements of the Nasdaq available for "controlled companies."
We are a "controlled company" within the meaning of the corporate governance listing requirements of the Nasdaq because our principal stockholders will continue to own more than 50% of our outstanding common stock. A controlled company may elect not to comply with certain corporate governance requirements of the Nasdaq. Accordingly, our board of directors will not be required to have a majority of independent directors and our compensation, nominating and corporate governance committee will not be required to meet the director independence requirements to which we would otherwise be subject until such time as we cease to be a "controlled company." If we elect to rely on "controlled company" exemptions, you will not have certain of the protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq.

Our principal stockholders could sell their interests in us to a third party in a private transaction, which may subject us to the influence of a currently unknown third party without the payment of any change-of-control premium to other stockholders.
Because our principal stockholders beneficially own more than 50% of our common stock, they will have the ability, should they choose to do so, to sell some or all of their shares of our common stock in a privately negotiated transaction, which, if sufficient in size, could result in another party gaining significant influence over us.

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The ability of our principal stockholders to sell their shares of our common stock privately, with no requirement for a concurrent offer to be made to acquire shares of our outstanding common stock held by our other stockholders, could subject us to the influence of a currently unknown third party, up to and including a change of control, without the payment of any change-of-control premium to our other stockholders.

Sales or issuances of a substantial amount of shares of our common stock in the public market, particularly sales by directors, executive officers or our principal stockholders, or the perception that such sales of issuances may occur, of our common stock may cause the market price of our common stock to decline and make it more difficult for investors to sell their common stock at a time and price that they may deem appropriate.
If our stockholders sell a substantial number of shares of our common stock, or if we issue a substantial number of shares of our common stock in connection with future acquisitions, financings or other circumstances, the market price of shares of our common stock could decline significantly. Moreover, the perception in the public market that our stockholders—in particular, our directors, executive officers or principal stockholders—may sell shares of our common stock could depress the market price of our shares. Future sales or issuances of our common stock could also be dilutive to our stockholders and could adversely affect their voting and other rights and economic interests. These factors could also make it more difficult for us to raise additional funds through future offerings of our common stock or other equity-related securities.

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We will incur significant increased costs as a result of operating as a public company, and operating as a public company will place additional demands on our management.
As a public company, and particularly after we are no longer an emerging growth company, we are obliged to incur significant legal, accounting and other expenses that we did not incur as a private company prior to the IPO. In addition, the Sarbanes-Oxley Act and rules subsequently implemented by the SEC and the Nasdaq have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Compliance with these requirements will place significant additional demands on our management and have required, and will continue to require, us to enhance certain internal functions, such as investor relations, legal, financial reporting and corporate communications. Accordingly, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

We currently do not anticipate declaring or paying regular dividends on our common stock.
We do not currently anticipate declaring or paying regular cash dividends on our common stock in the near term. We currently intend to use our future earnings, if any, to fund our growth and develop our business and for general corporate purposes (which may include capital contributions to our insurance company subsidiaries). Therefore, youother stockholders are not likely to receive any dividends on yourtheir common stock in the near term, and the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which they are initially offered. Any future declaration and payment of dividends or other distributions of capital will be at the discretion of our board of directors and the payment of any future dividends or other distributions of capital will depend on many factors, including our financial condition, earnings, cash needs, regulatory constraints, capital requirements (including requirements of our subsidiaries) and any other factors that our board of directors deems relevant in making such a determination. In addition, the terms of the agreements governing the debt we incurred, or debt that we may incur, may limit or prohibit the payment of dividends. We may not establish a dividend policy or pay dividends in the future or continue to pay any dividend if we do commence paying dividends pursuant to a dividend policy or otherwise.

Provisions in our organizational documents, Delaware corporate law, state insurance laws and certain of our contractual agreements and compensation arrangements may prevent or delay an acquisition of us.
Provisions of our amended and restated certificate of incorporation and amended and restated by-laws and of state law may delay, deter, prevent or render more difficult a takeover attempt that our stockholders may consider in their best interests. For example, such provisions or laws may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future.

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Certain provisions of our amended and restated certificate of incorporation and amended and restated by-laws may have anti-takeover effects and may delay, deter or prevent a takeover attempt that our stockholders may consider in their best interests. The provisions provide for, among others:
the ability of our board of directors to issue one or more series of preferred stock;
the filling of any vacancies on our board of directors by the affirmative vote of a majority of the remaining directors, even if less than a quorum, or by a sole remaining director or by the stockholders; provided, however, that after the first time when the principal stockholders cease to beneficially own, in the aggregate, at least 50% of our outstanding common stock, any vacancy occurring in our board of directors may only be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director (and not by the stockholders);
certain limitations on convening special stockholder meetings;
advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; and
stockholder action by written consent only until the first time when our principal stockholders cease to beneficially own, in the aggregate, 50% or greater of our outstanding common stock.
Section 203 of the DGCL may affect the ability of an "interested stockholder" to engage in certain business combinations, including mergers, consolidations or acquisitions of additional shares, for a period of three years following the time that the
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stockholder becomes an "interested stockholder." An "interested stockholder" is defined to include persons owning directly or indirectly 15% or more of the outstanding voting stock of a corporation.
Under applicable Kansas, California, Arkansas, South Carolina and Utah insurance laws and regulations, no person may acquire control of a domestic insurer until written approval is first obtained from the state insurance commissioner following a public hearing on the proposed acquisition. Such approval would be contingent upon the state insurance commissioner’s consideration of a number of factors including, among others, the financial strength of the proposed acquirer, the acquirer’s plans for the future operations of the domestic insurer and any anti-competitive results that may arise from the consummation of the acquisition of control. Kansas, California, Arkansas, South Carolina and Utah insurance laws and regulations pertaining to changes of control apply to both the direct and indirect acquisition of ten percent or more of the voting stock of that state’s domiciled insurer. Accordingly, the acquisition of ten percent or more of our common stock would be considered an indirect change of control of Trean Insurance Group, Inc.the Company. and would trigger the applicable change of control filing requirements under Kansas, California, Arkansas South Carolina and Utah insurance laws and regulations, absent a disclaimer of control filing and its acceptance by the Kansas Insurance Department, the California Department of Insurance and the Utah Insurance Department. These requirements may discourage potential acquisition proposals and may delay, deter or prevent a change of control of Trean Insurance Group, Inc.the Company., including through transactions that some or all of the stockholders of Trean Insurance Group, Inc.the Company may consider to be desirable. See "Regulation."

These anti-takeover provisions and prior regulatory approval requirements for a change of control under applicable state insurance laws may delay, deter or prevent a takeover attempt that our stockholders may consider in their best interests. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. See "Description of capital stock — Certain anti-takeover provisions of our amended and restated certificate of incorporation, our amended and restated by-laws and applicable law."

Our amended and restated certificate of incorporation provides that our principal stockholders have no obligation to offer us corporate opportunities.
The Altaris Funds and theany members of our board of directors who are affiliated with the Altaris Funds, by the terms of our amended and restated certificate of incorporation, are not required to offer us any corporate opportunity of which they become aware and can take any such opportunity for themselves or offer it to other companies in which they have an investment, unless such opportunity is expressly offered to them solely in their capacity as our directors. Trean Insurance Group, Inc.,The Company, by the terms of our amended and restated certificate of incorporation, expressly renounces any interest in any such corporate opportunity to the extent permitted under applicable law, even if the opportunity is one that we would reasonably be deemed to have pursued if given the opportunity to do so. Our amended and restated certificate of incorporation cannot be amended to eliminate our renunciation of any such corporate opportunity arising prior to the date of any such amendment.

The Altaris Funds are in the business of making investments in portfolio companies and may from time to time acquire and hold interests in businesses that compete with us, and the Altaris Funds does not have noan obligation to refrain from acquiring
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competing businesses. Any competition could intensify if an affiliate or subsidiary of the Altaris Funds were to enter into or acquire a business similar to ours. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are allocated by the Altaris Funds to themselves, their portfolio companies or their other affiliates instead of to us.

Risks related to our status as an emerging growth company

We are an "emerging growth company" within the meaning of the Securities Act and have elected to take advantage of reduced disclosure requirements and other exemptions applicable to emerging growth companies.
For as long as we remain an "emerging growth company",company," as defined in the Jumpstart Our Business Startups Act of 2012, as amended, we will have the option to take advantage of certain exemptions from various reporting and other requirements that are applicable to other public companies that are not emerging growth companies, including reduced disclosure obligations regarding executive compensation in our registration statements, periodic reports and proxy statements, not being required to comply with the auditor attestation requirements of Section 404 being permitted to have an extended transition period for adopting any new or revised accounting standards that may be issued by the Financial Accounting Standards Board ("FASB") or the SEC, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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We will remain an emerging growth company until the earliest of (i) the end of the fiscal year during which we have total annual gross revenues of $1.07 billion or more; (ii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; (iii) the date we qualify as a "large accelerated filer", which requires that (A) the market value of our equity securities that are held by non-affiliates exceeds $700 million as of June 30 of that year, (B) we have been a public reporting company under the Securities Exchange Act of 1934, as amended ("Exchange Act") for at least twelve calendar months and (C) we have filed at least one annual report on Annual Report on Form 10-K; and (iv) the end of the fiscal year following the fifth anniversary of the completion of our initial public offering.

We expect to continue to avail ourselves of the emerging growth company exemptions described above. In addition, we may but do not expect to avail ourselves of the extended transition period for complying with new or revised accounting standards. As a result, the information that we provide to stockholders will be less comprehensive than what you might receive from other public companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an "emerging growth company," our consolidated and combined financial statements may not be comparable to companies that currently comply with these accounting standards.
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 7(a)(2)(B) of the Securities Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our consolidated and combined financial statements may not be comparable to companies that comply with these accounting standards as of the public company effective dates. Consequently, our consolidated and combined financial statements may not be comparable to companies that comply with public company effective dates. Because our consolidated and combined financial statements may not be comparable to companies that comply with public company effective dates, investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock. We cannot predict if investors will find our common stock less attractive because we plan to rely on this exemption. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

General Risk Factors

Changes in accounting practices and future pronouncements may materially affect our reported financial results.
Developments in accounting practices may require us to incur considerable additional expenses to comply, particularly if we are required to prepare information relating to prior periods for comparative purposes or to apply the new requirements retroactively. The impact of changes in current accounting practices and future pronouncements cannot be predicted but may affect the calculation of net income, stockholders’ equity and other relevant financial statement line items.

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Our insurance subsidiaries are required to comply with statutory accounting principles (SAP)("SAP"). SAP and various components of SAP are subject to constant review by the NAIC and its task forces and committees, as well as state insurance departments, in an effort to address emerging issues and otherwise improve financial reporting. Various proposals are pending before committees and task forces of the NAIC, some of which, if adopted by the NAIC and enacted in the states in which we operate, could have negative effects on us and other insurance industry participants. The NAIC continuously examines and from time to time proposes reforms to existing insurance laws and regulations. We cannot predict whether or in what form such reforms will be adopted by the NAIC and enacted in the states in which we operate and, if so, whether the enacted reforms will positively or negatively affect us.

We will beare required by Section 404 of the Sarbanes-Oxley Act to evaluate the effectiveness of our internal control over financial reporting. If we are unable to achieve and maintain effective internal controls, our business, operating results and financial condition could be harmed.
As a public company with SEC reporting obligations, we will beare required to document and test our internal control procedures to satisfy the requirements of Section 404(b)404 of the Sarbanes-Oxley Act, which will requirerequires annual assessments by management of the effectiveness of our internal control over financial reporting beginning with the annual report for our fiscal year ended December 31, 2020.2021. We are an emerging growth company, and thus we are exempt from the auditor attestation requirement of Section 404(b) of Sarbanes-Oxley until such time as we no longer qualify as an emerging growth company. See also "— We"We are an "emerging'emerging growth company"company' within the meaning of the Securities Act and have elected to take advantage of reduced
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disclosure requirements and other exemptions applicable to emerging growth companies." Regardless of whether we qualify as an emerging growth company, we will still need to implement substantial internal control systems and procedures in order to satisfy the reporting requirements under the Exchange Act and applicable requirements. During the course of our assessment, we may identify deficiencies that we are unable to remediate in a timely manner. Testing and maintaining our internal control over financial reporting may also divert management’s attention from other matters that are important to the operation of our business. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404(b) of Sarbanes-Oxley. If we conclude that our internal control over financial reporting is not effective, we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or their effect on our operations. Moreover, any material weaknesses or other deficiencies in our internal control over financial reporting may impede our ability to file timely and accurate reports with the SEC. Any of the above could cause investors to lose confidence in our reported financial information or our common stock listing on the Nasdaq to be suspended or terminated, which could have a negative effect on the market price of our common stock.

The effects of litigation on our business are uncertain and could have an adverse effect on our business.
As is typical in our industry, we continually face risks associated with litigation of various types, including general commercial and corporate litigation and disputes relating to bad faith allegations which could result in us incurring losses in excess of policy limits. We are party to certain litigation matters throughout the year, mostly with respect to claims. Litigation is subject to inherent uncertainties, and if there were an outcome unfavorable to us, there exists the possibility of a material adverse impact on our results of operations and financial position in the period in which the outcome occurs. Even if an unfavorable outcome does not materialize, we still may face substantial expense and disruption associated with the litigation.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the exclusive forum forfor: (i) any derivative action or proceeding brought on our behalf,behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or to our stockholders,stockholders; (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the "DGCL"); or (iv) any action asserting a claim governed by the internal affairs doctrine. Unless we consent in writing to the selection of an alternative forum, the exclusive forum for any action under the Securities Act or the Exchange Act shall be either the Court of Chancery of the State of Delaware or the federal district court for the District of Delaware. This exclusive forum provision will not apply to claims which are vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, for which the Court of Chancery of the State of Delaware does not have subject matter jurisdiction or, in the case of an action under the Securities Act or the Exchange Act, for which neither the Court of Chancery of the State of Delaware nor the federal district court for the District of Delaware has subject matter jurisdiction. This choice of forum provision may limit a stockholder’s ability to bring a claim
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in a judicial forum that the stockholder finds favorable for disputes with us or our directors, officers or other employees and may discourage these types of lawsuits. In addition, stockholders who do bring a claim in the Court of Chancery of the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. Furthermore, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition and results of operations. For example, the Court of Chancery of the State of Delaware recently determined that a provision stating that federal district courts are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. This decision may be reviewed and ultimately overturned by the Delaware Supreme Court.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We own our corporate headquarters building and land in Wayzata, Minnesota which has approximately 25,229 square feet of office space. As of December 31, 2020,2021, we leased office space in 1012 states. We believe that our existing office space is adequate for our current needs.
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Item 3. Legal Proceedings

From time to time, the Company may be involved in legal proceedings which arise in the ordinary course of business. We are not presently involved in any legal or administrative proceedings that we believe are likely to have a materially adverse effect on our business, financial condition or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.
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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information, Holders and Stockholder Dividends

Our common stock is traded on the Nasdaq Global Select Market under the symbol "TIG." As of March 19, 2021,9, 2022, there were 1626 holders of record of our common stock.

We do not intend to declare and pay cash dividends on shares of our common stock in the foreseeable future. Because we are a holding company with no business operations of our own, our ability to pay dividends to stockholders is largely dependent upon dividends and other distributions from our insurance subsidiaries. State laws, including the laws of California, Kansas, UtahSouth Carolina and South CarolinaUtah restrict the ability of certain insurance companies, including the Company and its subsidiaries, to declare stockholder dividends.

Issuer Purchases of Equity Securities

None.

Unregistered Sales of Equity Securities

There were no equity securities sold by the Company during the period covered by this Annual Report on Form 10-K that were not registered under the Securities Act of 1933, as amended.

Performance Graph

The following performance graph compares the cumulative total stockholder return of an investment in (1) our common stock, (2) the cumulative total returns to the Nasdaq Composite Index and (3) the cumulative total returns to the Nasdaq Insurance Index, for the period from July 16, 2020 in our stock (the date our common stock began trading on Nasdaq) or June 30, 2020 for the indices through December 31, 2020.2021.

The graph assumes an initial investment of $100. Such returns are based on historical results and are not indicative of future performance.

tig-20201231_g3.jpg
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tig-20211231_g3.jpg


July 16, 2020December 31, 2020December 31, 2021
Trean Insurance Group, Inc$100.00 $84.46 $57.45 
Nasdaq Composite Index100.00 128.62 157.14 
Nasdaq Insurance Index100.00 120.81 139.32 


Item 6. Reserved


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July 16, 2020September 30, 2020December 31, 2020
Trean Insurance Group, Inc$100.00 $98.32 $84.46 
Nasdaq Composite Index100.00 106.62 123.05 
Nasdaq Insurance Index100.00 100.22 114.20 


Use of Proceeds

On July 20, 2020, we closed the sale of 10,714,286 shares of our common stock in our IPO, comprised of 7,142,857 shares issued and sold by us and 3,571,429 shares sold by selling stockholders. On July 22, 2020, we closed the sale of an additional 1,207,142 shares by certain selling stockholders in the IPO pursuant to the exercise of the underwriters’ option to purchase additional shares to cover over-allotments. The IPO terminated upon completion of the sale of the above-referenced shares.

The IPO price per share was $15.00. The aggregate IPO price for all shares sold by us in the IPO was approximately $107.1 million and the aggregate I price for all shares sold by the selling stockholders in the IPO was approximately $71.7 million. The offer and sale was pursuant to a registration statement on Form S-1 (File No. 333-239291), which was declared effective by the SEC on July 15, 2020. J.P. Morgan Securities LLC, Evercore Group, L.L.C. and William Blair & Company, L.L.C. acted as joint book-running managers of the IPO, and JMP Securities LLC acted as co-manager.

We received net proceeds from the sale of shares by us in the IPO of approximately $93.1 million after deducting underwriting discounts and commissions of $7.5 million and offering expenses of $6.5 million. We did not receive any proceeds from the sale of shares by the selling stockholders. We used or are in the process of using the net proceeds from the sale of shares by us in the IPO to (i) redeem all $5.1 million aggregate liquidation preference of the Series B Nonconvertible Preferred Stock of our subsidiary Benchmark Holding Company, (ii) pay $7.7 million to redeem all outstanding Subordinated Notes, (iii) use $19.3 million to repay in full all outstanding term loan borrowings under the credit agreement with Oak Street Funding LLC, (iv) pay an aggregate one-time payment of approximately $7.6 million to Altaris Capital Partners, LLC in connection with the termination of our consulting and advisory agreements with Altaris Capital Partners, LLC and (v) pay an aggregate $3.1 million to certain pre-IPO unitholders and other employees in connection with the reorganization transactions and pursuant to the operating agreements for Trean and BIC. The remaining net proceeds will be used for general corporate purposes, including to support the growth of our business.

Item 6. Selected Financial Data

None.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The objective of management's discussion and analysis is to provide material information relevant to the assessment of the financial condition and results of operations of the Company including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. This discussion and analysis focuses specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management’s assessment to have a material impact on future operations. This discussion and analysis covers the financial statements and other statistical data that the Company believes will enhance the understanding of the Company’s financial condition, cash flows and other changes in financial condition and results of operations. This discussion and analysis will provide a view of the Company from management’s perspective.

The following discussion and analysis of financial condition and results of operations for the year ended December 31, 20202021 is qualified by reference to and should be read in conjunction with the accompanying consolidated and combined financial statements and the related notes included herein. The discussion and analysis below are based on comparisons between our historical financial data for different periods and include certain forward-looking statements about our business, operations and financial performance. These forward-looking statements are subject to risks, uncertainties, assumptions and other factors described in the section "Item 1A — Risk Factors." Our actual results may differ materially from those expressed in, or implied by, those forward-looking statements. See "Forward-Looking Statements."

All references to "we", "us", "our", "the Company", "Trean", or similar terms refer to (i) Trean, BIC and their subsidiaries before the consummation of the reorganization transactions,transactions;, and (ii) to Trean Insurance Group, Inc. and its subsidiaries after such reorganization transactions, unless the context otherwise requires.

The Company defines increases or decreases greater than 200% as "NM" or not meaningful.

Overview

We are a provider of products and services to the specialty insurance market. We underwrite specialty casualty insurance products both through our Program Partners and also through our Owned MGAs. We also provide our Program Partners with a variety of services, including issuing carrier services, claims administration and reinsurance brokerage, from which we generate recurring fee-based revenues.

We have one reportable segment. We provide our insurance products and services to our Program Partners and Owned MGAs focused on specialty lines. We target a diversified portfolio of small to medium programs, typically with less than $30 million of premiums, that focus on niche segments of the specialty casualty insurance market and that we believe have strong underwriting track records.

Initial Public Offering and Reorganization

On July 20, 2020, Trean Insurance Group, Inc. closed the sale of 10,714,286 shares of its common stock in its IPO, comprised of 7,142,857 shares issued and sold by Trean Insurance Group, Inc. and 3,571,429 shares sold by selling stockholders. On July 22, 2020, Trean Insurance Group, Inc. closed the sale of an additional 1,207,142 shares by certain selling stockholders in the IPO pursuant to the exercise of the underwriters’ option to purchase additional shares to cover over-allotments. The aggregate proceeds to the Company from all shares sold by the Company in the IPO were approximately $107,142 and the aggregate IPO proceeds from all shares sold by the selling stockholders in the IPO were approximately $71,678. The shares began trading on the Nasdaq Global Select Market on July 16, 2020 under the symbol "TIG".

Prior to the completion of the above IPO, the Company effected the following reorganization transactions: (i) each of Trean and BIC contributed all of their respective assets and liabilities to Trean Insurance Group, Inc., a newly formed direct subsidiary of BIC, in exchange for shares of common stock in Trean Insurance Group, Inc. and (ii) upon the completion of the transfers by Trean and BIC, Trean and BIC were dissolved and distributed in-kind common shares to the pre-IPO unitholders.

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In conjunction with the IPO and corporate restructuring, the Company made a payment to Altaris Capital Partners, LLC in connection with the termination of the Company's consulting and advisory agreements as well as paid bonuses to employees and pre-IPO unitholders for the successful completion of the IPO. The aggregate amount of these payments totaled $11,054 and is included in other expenses on the consolidated statement of operations.

Secondary Offering of Common Stock

On May 19, 2021, we closed the sale of 5,000,000 shares of its common stock, comprised entirely of shares sold by selling stockholders. We did not receive any proceeds from the sale of shares of our common stock by the selling stockholders in this offering. As a result of this offering, the Altaris Funds no longer beneficially own more than 50% of the outstanding common stock of the Company, and we are no longer a "controlled company" within the meaning of the Nasdaq listing rules.

Embedded Derivatives

During the second quarter of 2021, the Company determined that its funds held agreements with reinsurers contain embedded derivatives relating to a total return swap on the underlying investments. As a result, the Company has revised the presentation of its financial results to report the change in fair value of the embedded derivatives in gains (losses) on embedded derivatives in the consolidated statements of operations. In addition, the effect of investment earnings and realized gains (losses) related to funds held accounts will also be reported in gains (losses) on embedded derivatives in the consolidated statements of operations, whereas previously these were reported as an offset to net investment income and net realized gains (losses), respectively. While the prior period amounts have been corrected for comparability, the correction was not material to the previously reported consolidated and combined financial statements.

Acquisition of Western Integrated Care

Effective July 6, 2021, Trean Corp acquired 100% ownership of WIC for a total purchase price of $5,500. WIC is a managed care organization that offers services to workers' compensation insurers to enable employees who are injured on the job to access qualified medical treatment.

Acquisition of Compstar

Effective July 15, 2020, Trean Compstar Holdings LLC purchased the remaining 55% ownership interest in Compstar, a holding company, along with its wholly owned subsidiary Compstar Insurance Services, a managing general agent, by issuing 6,613,606 shares of the Company’s common stock with a market price of $15 per share on the date of acquisition. Prior to the acquisition date, the Company held a 45% ownership interest in Compstar and accounted for its investment under the equity method. As of the acquisition date, the fair value attributable to the Company’s previous equity interest was $81,167 and the carrying value was $11,321. As a result, the Company recorded a gain of $69,846 from the remeasurement of its previous equity interest, which is included in gain on revaluation of Compstar investment on the consolidated statement of operations. The fair value of the Company’s previous equity interest was revalued on the acquisition date using the market price of the shares issued as consideration for the acquisition.

Acquisition of 7710

Effective October 1, 2020, Benchmark Holding Company acquired 100% ownership of 7710 Insurance Company as well as its associated program manager and agency, 7710 Service Company, LLC and Creekwood Insurance Agency, LLC for a purchase price of $12,140. 7710 Insurance Company underwrites workers' compensation primarily for emergency services, including firefighters and emergency medical services (EMS). 7710 Insurance Company focuses on reducing costs and claims through the implementation of a propriety safety preparedness and loss control program, created and staffed by experienced firefighters and EMS professionals.

Coronavirus (COVID-19) Impact

We have undertaken a number of measurescontinue to managemonitor the impact of the ongoing COVID-19 pandemic on our business and continue to monitoroperations, including how it may impact our premium revenue, loss experience and loss expense, liquidity, and our regulatory capital and surplus, and operations.surplus.

Workforce Operations

We
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Following the emergence of the COVID-19 pandemic in early 2020, we took severala number of actions to protect the health of the public and our employees and to comply with directives and advice of governmental authorities.authorities and public health experts. We responded by developing a Preparedness Plan that outlined both corporate-wide and location-specific modifications to working conditions and operations in our offices. This multi-faceted plan included elements such as restricting business travel and transitioning from an office-based company to primarily a remote working culture. As most of our employees already had secure remote working connections, we took additional measures to ensure all employees who wanted or needed to work remotely were able to do so securely with limited connectivity disruption. We also provided our employees with education and training with respect to cybersecurity issues that may arise relating to COVID-19 and working remotely in conjunction with the goal of serving the operational needs of a remote workforce and continuing to serve our customers. We implemented safeguards for employees who play critical roles to ensure operational reliability and established protocols for employees who interact directly with the public. As state, city, and county guidelines progress, we have implemented new health and safety in-office procedures where necessary while continuing to prepare for transitioning our workforce back to workingmonitor the progression of new COVID-19 variants and related developments that could impact us in our offices on a limited basis.the future.

Premium Revenue, Claims and Losses

We didhave not experienceexperienced a material impact to our premium revenue in the yearyears ended December 31, 2021 and 2020 as a result of the COVID-19 pandemic. Less than 20.0% of our business falls under hospitality, healthcare and education, where the majority of layoffs in response to the pandemic have occurred so far. Gross written premiums increased by 31.0% and 17.7% during the years ended December 31, 2021 and 2020, respectively, and gross earned premiums have increased by 32.5% and 8.6% during the year ended December 31, 2020, respectively, compared to the year ended December 31, 2019previous years. This was primarily driven by both significant growth in our existing Program Partner business as well as the increase in gross written premiums.addition of new Program Partners. Because over 70%a majority of our gross written premiums are related to workers’ compensation insurance, we expect that future revenue trends could be impacted by higher unemployment rates as businesses slowly restart or if unemployment levels continue to trend high in future reporting periods.periods if the COVID-19 pandemic were to continue or significantly get worse. However, a significant portion of our workers’ compensation premiums are pay-as-you-go programs, which reduces our downside risk from future premium audits or refunds.
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We also didhave not experienceexperienced a material impact in our reported claims or incurred losses for the year ended December 31, 20202021 as a specific result of the COVID-19 pandemic. Losses and LAEOur loss ratio increased $6,113, or 13.7%, to $50,77465.8% during the year ended December 31, 2021 from 46.8% for the year ended December 31, 2020, compared to $44,661 for the year ended December 31, 2019, with the2020. The increase in our loss ratio is primarily attributable to the growth in earned premiumsa number of unusually large losses experienced during the period. In addition,first half of 2021 and December 2021 which came primarily from three of our loss ratio decreasedwell established programs that have consistently produced positive results prior to 46.8% during the year ended December 31, 2020 from 51.6% for the year ended December 31, 2019.2021.

Investment Portfolio

With respect to our investment portfolio, we seek to hold a high-quality, diversified portfolio of investments, which are primarily in fixed maturity and available-for-sale investments and as such, our investment portfolio has limited exposure to the recent equity market volatility. For the year ended December 31, 2020,2021, we experienced a net increasedecrease of $6,218$11,386 in the fair value of our investment portfolio due to a reduction in unrealized gains on the value of our fixed maturity investments and have not seen a significant increase in gross or aged unrealized losses with respect to our fixed maturity investments. We believe that anyThe decline in the fair value of individualour fixed maturity investments within our portfolio duringis primarily attributable to rising interest rates following 2020 was due to the disruption in the global financial markets associated with COVID-19 driven lower rates as opposed to underlying issues withcredit risk within our investment portfolio. While we experienced an improvement in our unrealized investment positions as of the end of December 2020, ifIf there were to be continued equity and debt financial market volatility, as a result of the pandemic or otherwise, which in turn could create mark-to-market investment valuation decreases, we expect there could be additional or increased unrealized losses recorded or realized losses, if sold, in future reporting periods. However, given the conservative nature of our investment portfolio, we expect that any adverse impact on the value of our investment portfolio, as it relates to COVID-19, will be temporary, and we do not expect a long-term negative impact on our financial condition, results of operations or cash flows.

Other Concerns

Adverse events such as changes in the overall public health environment, changing infection patterns and new variants of COVID-19, health-related concerns about working in our offices, the inability torestrictions on travel, the potential impact on our business partners and customers, and other matters affecting theour general work and business environment could harm our business and delay the implementation of our business strategy. We cannot anticipate all the ways in which the current global health crisis and financial market conditions could adversely impact our business in the future.

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Significant Components of Results of Operations

Gross written premiums: Gross written premiums are the amounts received or to be received for insurance policies written or assumed by us during a specific period of time without reduction for general and administrative expenses (including policy acquisition costs), reinsurance costs or other deductions. The volume of our gross written premiums in any given period is generally influenced by:

addition and retention of Program Partners;
new business submissions to our Program Partners;
binding of new business submissions into policies;
renewals of existing policies; and
average size and premium rate of bound policies.

Gross earned premiums: Gross earned premiums are the earned portion of gross written premiums. We earn insurance premiums on a pro rata basis over the term of the policy. Our insurance policies generally have a term of one year.

Ceded earned premiums: Ceded earned premiums are the amount of gross earned premiums ceded to reinsurers. We enter into reinsurance contracts to limit our maximum losses and diversify our exposure and provide statutory surplus relief. The volume of our ceded earned premiums is affected by the level of our gross earned premiums and any decision we make to increase or decrease limits, retention levels, and co-participations.

Net earned premiums: Net earned premiums represent the earned portion of our gross written premiums, less that portion of our gross written premiums that is earned and ceded to third-party reinsurers, including our Program Partners and professional reinsurers, under our reinsurance agreements.

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Net investment income: We earn investment income on our portfolio of cash and invested assets. Our cash and invested assets are primarily comprised of fixed maturities, including other investments and short-term investments. Our net investment income includes interest income on our invested assets, which is net of the income earned on our reinsurance agreements, which arefunds held for the benefit of our Program Partners,investments as well as unrealized gains and losses on our equity portfolio.

Net realized capital gains/losses: Net realized capital gains/losses are a function of the difference between the amount received by us on the sale of a security and the security’s recorded value as well as any "other-than-temporary impairments" relating to fixed maturity investments recognized in earnings.

Other revenue: Other revenue includes brokerage, third-party administrative, management and consulting fees,and other fee-based revenues, which are commonly based on written premiums.

Loss and loss adjustment expenses (LAE): Losses and LAE are net of reinsurance and include claims paid, estimates of future claim payments, changes in those estimates from prior reporting periods and costs associated with investigating, defending, and servicing claims. In general, our losses and LAE are affected by:

frequency of claims associated with the particular types of insurance contacts that we write;
trends in the average size of losses incurred on a particular type of business;
mix of business written by us;
changes in the legal or regulatory environment related to the business we write;
trends in legal defense costs;
wage inflation; and
inflation in medical costscosts.

Losses and LAE are based on an actuarial analysis of the estimated losses, including losses incurred during the period and changes in estimates from prior periods. Losses and LAE may be paid out over a period of years.
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General and administrative expenses: General and administrative expenses include net commissions, insurance-related expenses and general and administrative operating expenses. Net commissions consist of policy acquisition costs and other underwriting expenses.expenses, net of ceding commissions. Policy acquisition costs are principally comprised of the commissions we pay our brokers and program managers, net of ceding commissions we receive on business ceded under our reinsurance contracts.managers. Policy acquisition costs that are directly related to the successful acquisition or reinsurance of those policies are deferred. The amortization of suchAll policy acquisition costs isare charged to expense in proportion to premium earned over the policy life. Other generalWe receive ceding commissions on business ceded under our reinsurance contracts. Insurance-related expenses largely consist of state premium taxes. General and administrative operating expenses include employee salaries and benefits, corporate business insurance costs, technology costs, office rent and professional services fees such as legal, accounting, audit, tax and actuarial services.

Intangible asset amortization: Intangible asset amortization consists of expenses incurred related to the amortization of intangible assets recorded as a result of business acquisitions and consists of trade names, customer lists and relationships and non-compete agreements.

Noncash stock compensation: Noncash stock compensation includeincludes expenses related to the fair value and issuance of restricted stock units (time, market and performance-based) and stock options.

Gains (losses) on embedded derivatives: Gains (losses) on embedded derivatives consist of the change in fair value of derivatives, the effect of net investment income on funds held investments, and the effect of realized gains and loss on funds held investments.

Interest expense: Interest expense consists primarily of interest paid on (i) our term loan facility and (ii) the preferred capital securities issued by theTrean Capital Trust I (the "Trust") (See "Financial Condition, Liquidity and Capital Resourcescapital resources — Debt and Credit Agreements").

Other income: Other income consists primarily of sublease revenue and other miscellaneous income items.

Equity earnings in affiliates, net of tax: Equity earnings in affiliates, net of tax includes the Company's share of earnings from equity method investments.


Key Metrics

We discuss certain key financial and operating metrics, described below, which provide useful information about our business and the operational factors underlying our financial performance.

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Underwriting income is a non-GAAP financial measure defined as income before taxes excluding net investment income, investment revaluation gains, net realized capital gains or losses, IPO-related expenses, litigation settlements, intangible asset amortization, noncash stock compensation, gains and losses on embedded derivatives, interest expense, other revenue interest expense and other income and expenses. See "Reconciliation of Non-GAAP Financial Measures" for a reconciliation of underwriting income to income before taxes in accordance with GAAP.

Adjusted net income is a non-GAAP financial measure defined as net income excluding the impact of certain items, including the consummation of the reorganization transactions in connection with our IPO, litigation settlements, noncash intangible asset amortization and stock compensation, noncash unrealized gains and losses on embedded derivatives, other expenses orand gains or losses that we believe do not reflect our core operating performance, which items may have a disproportionate effect in a given period, affecting comparability of our results across periods. See "Reconciliation of Non-GAAP Financial Measures" for a reconciliation of adjusted net income to net income in accordance with GAAP.

Loss ratio, expressed as a percentage, is the ratio of losses and LAE to net earned premiums.

Expense ratio, expressed as a percentage, is the ratio of general and administrative expenses to net earned premiums.

Combined ratio is the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

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Return on equity is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders' equity during the period.

Adjusted return on equity is a non-GAAP financial measure defined as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders' equity during the period. See "Reconciliation of Non-GAAP Financial Measures" for a reconciliation of adjusted return on equity to return on equity in accordance with GAAP.

Tangible stockholders' equity is defined as stockholders' equity less goodwill and other intangible assets.

Return on tangible equity is a non-GAAP financial measure defined as net income expressed on an annualized basis as a percentage of average beginning and ending tangible stockholders' equity during the period. See "Reconciliation of Non-GAAP Financial Measures" for a reconciliation of return on tangible equity to return on equity in accordance with GAAP.

Adjusted return on tangible equity is a non-GAAP financial measure defined as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending tangible stockholders' equity during the period. See "Reconciliation of Non-GAAP Financial Measures" for a reconciliation of adjusted return on tangible equity to return on tangible equity in accordance with GAAP.

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Results of Operations

This section of Form 10-K generally discusses fiscal year 2021 and 2020 items and year-to-year comparisons between 2021 and 2020. Discussions of fiscal year 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of fiscal year 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in "Management's Discussion and AnalysisItem 7 of Financial Condition and ResultsPart II of Operations" in the Company's Registration Statementour 2020 Annual Report on Form S-1/A (File Number 333-239291)10-K for the year ended December 31, 2020, which was filed with the SECU.S. Securities and Exchange Commission on July 13, 2020.March 26, 2021 and which is available free of charge on the SEC's website at https://www.sed.gov and our website at https://www.trean.com, on the Investor Relations’ page under “Financial Info—Annual Reports.”

Consolidated Results of Operations for the Year Ended December 31, 20202021 Compared to December 31, 20192020

The following table summarizes our results of operations for the year ended December 31, 20202021 and 2019:2020:

 Year Ended December 31,Change
Percentage Change (1)
 Year Ended December 31,Change
Percentage Change (1)
(in thousands, except for percentages)(in thousands, except for percentages)20202019(in thousands, except for percentages)20212020
RevenuesRevenuesRevenues
Gross written premiumsGross written premiums$484,249 $411,401 $72,848 17.7 %Gross written premiums$634,164 $484,249 $149,915 31.0 %
Increase in gross unearned premiumsIncrease in gross unearned premiums(52,215)(13,598)(38,617)NMIncrease in gross unearned premiums(61,911)(52,215)(9,696)18.6 %
Gross earned premiumsGross earned premiums432,034 397,803 34,231 8.6 %Gross earned premiums572,253 432,034 140,219 32.5 %
Ceded earned premiumsCeded earned premiums(323,567)(311,325)(12,242)3.9 %Ceded earned premiums(373,573)(323,567)(50,006)15.5 %
Net earned premiumsNet earned premiums108,467 86,478 21,989 25.4 %Net earned premiums198,680 108,467 90,213 83.2 %
Net investment incomeNet investment income8,324 6,245 2,079 33.3 %Net investment income8,721 11,669 (2,948)(25.3)%
Gain on revaluation of Compstar investmentGain on revaluation of Compstar investment69,846 — 69,846 NMGain on revaluation of Compstar investment— 69,846 (69,846)(100.0)%
Net realized capital gains3,365 667 2,698 NM
Net realized gainsNet realized gains49 3,365 (3,316)(98.5)%
Other revenueOther revenue12,104 9,125 2,979 32.6 %Other revenue10,240 12,104 (1,864)(15.4)%
Total revenueTotal revenue202,106 102,515 99,591 97.1 %Total revenue217,690 205,451 12,239 6.0 %
ExpensesExpensesExpenses
Losses and loss adjustment expensesLosses and loss adjustment expenses50,774 44,661 6,113 13.7 %Losses and loss adjustment expenses130,772 50,774 79,998 157.6 %
General and administrative expensesGeneral and administrative expenses38,668 20,959 17,709 84.5 %General and administrative expenses54,706 38,668 16,038 41.5 %
Other expensesOther expenses13,427 — 13,427 NMOther expenses845 13,427 (12,582)(93.7)%
Intangible asset amortizationIntangible asset amortization2,573 46 2,527 NMIntangible asset amortization5,826 2,573 3,253 126.4 %
Noncash stock compensationNoncash stock compensation506 — 506 NMNoncash stock compensation1,522 506 1,016 NM
Interest expenseInterest expense1,922 2,169 (247)(11.4)%Interest expense1,685 1,922 (237)(12.3)%
Total expensesTotal expenses107,870 67,835 40,035 59.0 %Total expenses195,356 107,870 87,486 81.1 %
Gains (losses) on embedded derivativesGains (losses) on embedded derivatives2,226 (6,155)8,381 (136.2)%
Other incomeOther income1,025 121 904 NMOther income219 1,025 (806)(78.6)%
Income before taxesIncome before taxes95,261 34,801 60,460 173.7 %Income before taxes24,779 92,451 (67,672)(73.2)%
Income tax expenseIncome tax expense6,825 7,074 (249)(3.5)%Income tax expense5,449 6,235 (786)(12.6)%
Equity earnings in affiliates, net of taxEquity earnings in affiliates, net of tax2,333 3,558 (1,225)(34.4)%Equity earnings in affiliates, net of tax— 2,333 (2,333)(100.0)%
Net incomeNet income$90,769 $31,285 $59,484 190.1 %Net income$19,330 $88,549 $(69,219)(78.2)%

(1) the Company defines increases or decreases greater than 200% as "NM" or not meaningful.


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 Year Ended December 31, Year Ended December 31,
(in thousands, except for percentages)(in thousands, except for percentages)20202019(in thousands, except for percentages)20212020
Key metrics:Key metrics:Key metrics:
Underwriting income(1)
Underwriting income(1)
$19,025 $20,858 
Underwriting income(1)
$13,202 $19,025 
Adjusted net income(1)
Adjusted net income(1)
$32,779 $33,231 
Adjusted net income(1)
$22,132 $32,778 
Loss ratioLoss ratio46.8 %51.6 %Loss ratio65.8 %46.8 %
Expense ratioExpense ratio35.6 %24.2 %Expense ratio27.5 %35.6 %
Combined ratioCombined ratio82.4 %75.8 %Combined ratio93.3 %82.4 %
Return on equityReturn on equity32.9 %25.5 %Return on equity4.6 %32.1 %
Adjusted return on equity(1)
Adjusted return on equity(1)
11.9 %27.0 %
Adjusted return on equity(1)
5.3 %11.9 %
Return on tangible equity(1)
Return on tangible equity(1)
54.6 %26.1 %
Return on tangible equity(1)
9.7 %53.2 %
Adjusted return on tangible equity(1)
Adjusted return on tangible equity(1)
19.7 %27.7 %
Adjusted return on tangible equity(1)
11.0 %19.7 %

(1) This metric represents aAdjusted net income, adjusted return on equity, return on tangible equity, adjusted return on tangible equity and underwriting income are non-GAAP financial measure.measures. See 'Reconciliation“Reconciliation of Non-GAAP Financial Measures'Measures” below for a reconciliation of this metric to the applicable GAAP metric.measure..


The table below shows the total premiums earned on a gross and net basis for the respective annual periods:

 Year Ended December 31,
Percentage Change (1)
(in thousands, except percentages)20212020Change
Revenues:
Gross written premiums$634,164 $484,249 $149,915 31.0 %
Increase in gross unearned premiums(61,911)(52,215)(9,696)18.6 %
Gross earned premiums572,253 432,034 140,219 32.5 %
Ceded earned premiums(373,573)(323,567)(50,006)15.5 %
Net earned premiums$198,680 $108,467 $90,213 83.2 %

(1) the Company defines increases or decreases greater than 200% as "NM" or not meaningful.

Gross written premiums: Gross written premiums increased $72,848,$149,915, or 17.7%31.0%, to $634,164 for the year ended December 31, 2021, compared to $484,249 for the year ended December 31, 2020,2020. The increase was largely driven by the full year effect of nine new program partners added in the prior year and growth from existing program partners. Gross written premium included the following:

Workers' compensation gross written premiums increased $7,870, or 2.1%, to $376,819 compared to $411,401with $368,949 for the year ended December 31, 2019. The increase is primarily attributable to the addition2020. Worker's compensation represented 59.4% of new Program Partners throughout the fiscal year, the growth in our existing program partner business and the acquisition of 7710 in the fourth quarter. The changes intotal gross written premiums were most notably duefor the year ended December 31, 2021, compared to 76.2% for the followingyear ended December 31, 2020. The moderation in growth and shift in mix reflects our ongoing strategic effort to diversify our lines of business:
business and a decrease in the California workers' compensation whichbusiness that resulted from the Company's measures undertaken to exit certain unfavorable workers' compensation risks.
All other non-workers' compensation liability gross written premiums increased $142,045, or 123.2%, to $257,345 for the year ended December 31, 2021 compared with $115,300 for the year ended December 31, 2020. All other non-workers' compensation liability represented 76.2%40.6% of our gross written premiums for the year ended December 31, 2020, increased by $28,506, or 8.4%,2021, compared to the year ended December 31, 2019; and
all other non-workers' compensation liability, which represented 23.8% of our gross written premiums for the year ended December 31, 2020, increased $44,342, or 62.5%, compared2020. The increase was due to the year ended December 31, 2019.growth in our other liability, accident & health, commercial auto, commercial and homeowners lines of business, which is in line with our diversification strategy.

Gross earned premiums: Gross earned premiums increased $34,231,$140,219, or 8.6%32.5%, to $572,253 for the year ended December 31, 2021, compared to $432,034 for the year ended December 31, 2020, compared to $397,8032020. The increase reflects the increase in gross written premiums of $149,915 net of an increase in gross unearned premiums of $9,696. Gross earned premiums as a
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percentage of gross written premiums was 90.2% for the year ended December 31, 2019. The increase is driven by the increase in gross written premiums, partially offset by the increase in gross unearned premiums of $38,617, which is driven by the addition of new Program Partners during the current fiscal year whose premiums are largely unearned as of December 31, 2020. Gross earned premiums as a percentage of gross written premiums decreased2021, compared to 89.2% for the year ended December 31, 2020, compared to 96.7%, for the year ended December 31, 2019.2020.

Ceded earned premiums: Ceded earned premiums increased $12,242,$50,006, or 3.9%15.5%, to $373,573 for the year ended December 31, 2021, compared to $323,567 for the year ended December 31, 2020, compared to $311,325 for the year ended December 31, 2019.2020. The increase in ceded earned premiums is primarily due todriven by the additionfull year effect of nine new Program Partners duringprograms added in the current fiscalprior year whose premiumswhich are largely ceded. Theceded, partially offset by an increase in retention of existing business as part of our commitment to profitable growth. This resulted in total ceded earned premiums as a percentage of gross earned premiums remained relatively consistent atof 65.3% for the year ended December 31, 2021, compared to 74.9% for the year ended December 31, 2020, compared to 78.3% for the year ended December 31, 2019.2020.

Net earned premiums: Net earned premiums increased $21,989,$90,213, or 25.4%83.2%, to $198,680 for the year ended December 31, 2021, compared to $108,467 for the year ended December 31, 2020, compared to $86,478 for the year ended December 31, 2019.2020. The increase is due primarily due to the increase in gross written and earned premiums described above, partially offset by the increase in ceded earned premiums overfor the year ended December 31, 2019.

The table below shows the total premiums earned on a gross and net basis for the respective annual periods:

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 Year Ended December 31,
Percentage Change (1)
(in thousands, except percentages)20202019Change
Revenues:
Gross written premiums$484,249 $411,401 $72,848 17.7 %
Increase in gross unearned premiums(52,215)(13,598)(38,617)NM
Gross earned premiums432,034 397,803 34,231 8.6 %
Ceded earned premiums(323,567)(311,325)(12,242)3.9 %
Net earned premiums$108,467 $86,478 $21,989 25.4 %

(1) the Company defines increases or decreases greater than 200% as "NM" or not meaningful.

2021.

Net investment income: Net investment income increased $2,079,decreased $2,948, or 33.3%25.3%, to $8,324$8,721 for the year ended December 31, 2020,2021, compared to $6,245$11,669 for the year ended December 31, 2019.2020. The increasedecrease is primarily attributable to the fair value re-measurement and common stock investment reclassification of the Company's investment in TRI, which was previously classified as an equity method investment, which resulted in an unrealized gain of $2,000.$2,000 for the year ended December 31, 2020. The decrease also reflects the reinvestment of funds from higher yielding maturities into lower yielding investments due to lower interest rates, partially offset by an increase in our invested balance.

Net realized capital gains: Net realized capital gains increased $2,698were $49 for the year ended December 31, 2021, compared to $3,365 for the year ended December 31, 2020, compared to $667 for the year ended December 31, 2019.2020. The increasedecrease is primarily due to the recording of a $3,115 realized gain on the sale of a portion of the Company's investment in TRI during the first quarter of 2020, partially offset by a loss of $112 realized in the bargain purchase gain recorded in connection with the acquisition of FCCIC during the firstthird quarter of 20192021 on the Company's sale of $634.its remaining investment in TRI.

Other revenue: Other revenue increased $2,979,decreased $1,864, or 32.6%15.4%, to $10,240 for the year ended December 31, 2021, compared to $12,104 for the year ended December 31, 2020, compared to $9,125 for the year ended December 31, 2019.2020. The increasedecrease is primarily driven by an increasea decrease in brokerage revenue of $3,166$1,958, due to lower placement rates reflecting the addition of new Program Partners and increasesCompany's increase in actual and estimated premiums on reinsurance contracts.retention during the year.

Losses and loss adjustment expenses: Losses and LAE increased $6,113,$79,998, or 13.7%157.6%, to $130,772 for the year ended December 31, 2021, compared to $50,774 for the year ended December 31, 2020, compared to $44,661 for the year ended December 31, 2019.2020. The increase is primarily attributable to the growth in earned premiums and the increased retention experienced during the period partially offset by favorable development2021. The Company's retention rate increased to 34.7% in the2021 compared to 25.1% in 2020. The Company's prior years' loss reserves duringratio was 65.8% for the year ended December 31, 2020 versus the year ended December 31, 2019. The Company's loss ratio decreased2021 compared to 46.8% for the year ended December 31, 20202020. The increase is attributable to an unusual number of large losses experienced during the first half and fourth quarter of 2021, resulting in a much higher overall loss ratio pick related to the 2021 accident year as compared to 51.6%2020. The 2021 large losses came primarily from three of our well established programs that have consistently produced positive results prior to 2021. The Company reviewed the operations of each of these programs to assess if any significant changes in rate levels, the claims environment, or underwriting practices were the root cause for the year ended December 31, 2019, primarily as a result of favorable developmentelevated losses experienced in 2021. Based on that review, the Company concluded that these programs are good programs and the Company expects these programs to contribute profitably in the Company's prior years' loss reserves duringfuture, despite the year ended December 31, 2019.losses these programs experienced in 2021.

General and administrative expenses: General and administrative expenses increased $17,709,$16,038, or 84.5%41.5%, to $54,706 for the year ended December 31, 2021, compared to $38,668 for the year ended December 31, 2020, compared to $20,9592020. This resulted in an expense ratio of 27.5% for the year ended December 31, 2019. This change resulted in an increase in the Company's expense ratio2021, compared to 35.6% for the year ended December 31, 2020, compared to 24.2% for2020.

The table below shows the year ended December 31, 2019. The increase is attributable to (i) an increase in net agentcomponents of general and administrative expenses for:

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The year ended December 31,
20212020Change
Direct commissions$105,965 $90,256 $15,709 
Ceding commissions(120,688)(105,500)(15,188)
Net commissions(14,723)(15,244)521 
Insurance-related expenses20,732 16,075 4,657 
General and administrative operating expenses48,697 37,837 16,038 
Total general and administrative expenses$54,706 $38,668 $21,216 
General and administrative expenses — % of gross written premiums7.7 %7.8 %(0.1)%
Retention rate (1)
34.7 %25.1 %9.6 %
Direct commission rate (2)
18.5 %20.9 %(2.4)%
Ceding commission rate (3)
32.3 %32.6 %(0.3)%
(1) Net earned premium as a percentage of gross earned premiums.
(2) Direct commissions as a percentage of gross earned premiums.
(3) Ceding commissions as a percentage of ceded earned premiums.

Direct commissions of $6,802increased $15,709 primarily due to various one-time accrual true-ups totaling $4,164 related to profit sharing, ceding commissions and deferred acquisition costs as well as a $2,638 increase due to higher commissions resulting from an increase in gross writtenearned premiums. Ceding commissions increased $15,188 due to an increase in ceded earned premiums coupled withwhich reflected the increase in gross earned premiums, partially offset by an increase in retention. Insurance-related expenses increased $4,657 primarily as a lower offsetting effectresult of ceding commissionthe increase in gross earned premiums. General and administrative operating expenses increased $16,038, primarily as the Company retained a larger percentageresult of its gross written premiums during the year; (ii)(i) an increase in salaries and benefits of $5,601,$7,857, of which $3,926$3,423 directly resulted from acquisitions made in the second half of 2020 and a general increase in workforce; (iii) an increase in professional service expense of $2,905, driven by an increase of $2,365 related to the Company's new public status and post-IPO readiness efforts as well as increased legal and consulting expenses; (iv)(ii) additional rent and office-related expenses totaling $1,5162,268 due to an increase in business insurance expense as well as the addition of new office locations, rent increaseslocations; and an increase in insurance expense; and (v)(iii) additional IT software and systems costs totaling $1,078 relating$1,288 related to new software implementation an increased workforce and additional expenses incurred to accommodate a remote workforce due to COVID-19. These increases wereautomation initiatives; partially offset by a net reductiondecrease in general and administrative expensesprofessional fees of $407 related to a reduction in travel$1,365 as a result of COVID-19.the Company's IPO readiness effort in 2020.

Other expenses: Other expenses were $13,427$845 for the year ended December 31, 2021 which primarily relates to secondary offering costs of $555 and executive transition costs totaling $290. Other expenses for the year ended December 31, 2020 were $13,427, which includes (i) a payment to Altaris Capital Partners, LLC in connection with the termination of the Company's consulting and advisory agreement totaling $7,639; (ii) IPO bonuses paid to employees and pre-IPO unitholders of $3,415; (iii) an arbitration settlement, including associated legal fees, totaling $1,572; and (iv) an executive severance accrual of $801.
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Intangible asset amortization: Intangible asset amortization increased $2,527$3,253 to $5,826 for the year ended December 31, 2021, compared to $2,573 for the year ended December 31, 2020, compared to $46 for the year ended December 31, 2019.2020. The increase is driven by the addition of intangible assets acquired as a result of the purchase of the remaining equity interest of Compstar in the third quarter andof 2020, the acquisition of 7710 Insurance Company in the fourth quarter.quarter of 2020 and the acquisition of WIC in the third quarter of 2021.

Noncash stock compensation: Noncash stock compensation was $1,522 and $506 for the yearyears ended December 31, 2021 and 2020. Expenses incurred during both periods relates to the period related tofair value of restricted stock units and stock options granted under the Company's 2020 Omnibus Plan amortized over appropriate and applicable vesting periods. The increase of $1,016 in fiscalnoncash stock compensation was driven by our 2021 annual grant and a full year of expense for our 2020 grant at the time of our July 2020 IPO grant.

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Gains (losses) on embedded derivatives:

Gains (losses) on embedded derivatives consists of the following for the year ended December 31, 2021 and 2020

The Year Ended December 31,
20212020Change
Change in fair value of embedded derivatives$4,666 $(2,810)$7,476 
Effect of net investment income on funds held investments(2,338)(3,345)1,007 
Effect of realized gains on funds held investments(102)— (102)
Gains (losses) on embedded derivatives$2,226 $(6,155)$8,381 

Gains on embedded derivatives were $2,226 for the year ended December 31, 2021, compared to losses of $6,155 for the year ended December 31, 2020. The increased gain of $8,381 reflected the change in the fair value of the embedded derivatives of $7,476 and the effect of investment income on funds held investments of $1,007, partially offset by the effect of realized gains on funds held investments of $102.

Income tax expense: Income tax expense was $6,825$5,449 for the year ended December 31, 2021, which resulted in an effective tax rate of 22.0%, compared to $6,235 for the year ended December 31, 2020, which resulted in an effective tax rate of 7.2%, compared to $7,074 for the year ended December 31, 2019, which resulted in an effective tax rate of 20.3%6.7%. The decreaseincrease in the effective tax rate from the statutory rate of 21% for the year ended December 31, 2021 is primarily due to the impact of recording our 2020 tax return accrual to return true up in the third quarter. The decrease in the effective tax rate of 21% for the year ended December 31, 2020 was due primarily to the non-tax impact of the gain recorded on the revaluation of the Company's original 45% investment in Compstar, offset by certain IPO-related expenses not deductible for tax purposes and the impact of state taxes.

Equity earnings in affiliates, net of tax: Equity earnings in affiliates, net of tax decreased $1,225$2,333 to zero for the year ended December 31, 2021, compared to $2,333 for the year ended December 31, 2020, compared to $3,558 for the year ended December 31, 2019.2020. This decrease is due to (i) the reduction in the Company's share of earnings in Compstar of $679$2,333 as a result of the acquisition of the remaining ownership interest in during the third quarter and (ii) the reduction in the Company's share of earnings in TRI of $552, which is no longer carried as an equity method investment due to the sale of a portion of the Company's investment in TRI during the first quarter of 2020.

Reconciliation of Non-GAAP Financial Measures

Underwriting income

We define underwriting income as income before taxes excluding net investment income, investment revaluation gains, net realized capital gains or losses, IPO-related expenses, intangible asset amortization, noncash stock compensation, noncash unrealized gains and losses on embedded derivatives, interest expense other revenue and other income and expenses. Underwriting income represents the pre-tax profitability of our underwriting operations and allows us to evaluate our underwriting performance without regard to investment income, IPO-related expenses, intangible asset amortization, noncash stock compensation, interest expense, other revenue and other income and expenses.the above listed items. We use this metric because we believe it gives our management and other users of our financial information useful insight into our underwriting business performance by adjusting for these expenses and sources of income. Underwriting income should not be viewed as a substitute for net income calculated in accordance with GAAP, and other companies may define underwriting income differently.

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 Year Ended December 31,
Percentage Change (1)
 Year Ended December 31,
Percentage Change (1)
(in thousands, except percentages)(in thousands, except percentages)20202019(in thousands, except percentages)20212020
Net incomeNet income$90,769 $31,285 190.1 %Net income$19,330 $88,549 (78.2)%
Income tax expenseIncome tax expense6,825 7,074 (3.5)%Income tax expense5,449 6,235 (12.6)%
Equity earnings in affiliates, net of taxEquity earnings in affiliates, net of tax(2,333)(3,558)(34.4)%Equity earnings in affiliates, net of tax— (2,333)(100.0)%
Income before taxesIncome before taxes95,261 34,801 173.7 %Income before taxes24,779 92,451 (73.2)%
Other revenueOther revenue(12,104)(9,125)32.6 %Other revenue(10,240)(12,104)(15.4)%
Gains (losses) on embedded derivativesGains (losses) on embedded derivatives(2,226)6,155 (136.2)%
Net investment incomeNet investment income(8,324)(6,245)33.3 %Net investment income(8,721)(11,669)(25.3)%
Gain on revaluation of Compstar investmentGain on revaluation of Compstar investment(69,846)— NMGain on revaluation of Compstar investment— (69,846)(100.0)%
Net realized capital gains(3,365)(667)NM
Net realized gainsNet realized gains(49)(3,365)(98.5)%
Interest expenseInterest expense1,922 2,169 (11.4)%Interest expense1,685 1,922 (12.3)%
Other expensesOther expenses13,427 — NMOther expenses845 13,427 (93.7)%
Intangible asset amortizationIntangible asset amortization2,573 46 NMIntangible asset amortization5,826 2,573 126.4 %
Noncash stock compensationNoncash stock compensation506 — NMNoncash stock compensation1,522 506 NM
Other incomeOther income(1,025)(121)NMOther income(219)(1,025)(78.6)%
Underwriting incomeUnderwriting income$19,025 $20,858 (8.8)%Underwriting income$13,202 $19,025 (30.6)%

(1) the Company defines increases or decreases greater than 200% as "NM" or not meaningful.

Adjusted net income

We define adjusted net income as net income excluding the impact of certain items, including the consummation of the reorganization transactions in connection with our IPO, noncash intangible asset amortization and stock compensation, noncash unrealized gains and losses on embedded derivatives, other expenses and gains or losses that we believe do not reflect our core operating performance, which items may have a disproportionate effect in a given period, affecting comparability of our results across periods. We calculate the tax impact only on adjustments that would be included in calculating our income tax expense using the effective tax rate at the end of each period. We use adjusted net income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance by eliminating the effects of these items. Adjusted net income should not be viewed as a substitute for net income calculated in accordance with GAAP, and other companies may define adjusted net income differently.

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 Year Ended December 31,
Percentage Change (1)
 Year Ended December 31,
Percentage Change (1)
(in thousands, except percentages)(in thousands, except percentages)20202019(in thousands, except percentages)20212020
Net incomeNet income$90,769 $31,285 190.1 %Net income$19,330 $88,549 (78.2)%
Intangible asset amortizationIntangible asset amortization2,573 46 NMIntangible asset amortization5,826 2,573 126.4 %
Noncash stock compensationNoncash stock compensation506 — NMNoncash stock compensation1,522 506 NM
Change in fair value of embedded derivativesChange in fair value of embedded derivatives(4,666)2,810 NM
Expenses associated with Altaris management fee, including cash bonuses paid to unit holdersExpenses associated with Altaris management fee, including cash bonuses paid to unit holders883 1,765 (50.0)%Expenses associated with Altaris management fee, including cash bonuses paid to unit holders— 883 (100.0)%
Expenses associated with IPO and other related legal and consulting expensesExpenses associated with IPO and other related legal and consulting expenses1,845 1,292 42.8 %Expenses associated with IPO and other related legal and consulting expenses— 1,845 (100.0)%
Expenses related to debt issuance costsExpenses related to debt issuance costs135 101 33.7 %Expenses related to debt issuance costs— 135 (100.0)%
FMV adjustment of remaining investment in affiliateFMV adjustment of remaining investment in affiliate(71,846)— NMFMV adjustment of remaining investment in affiliate— (71,846)(100.0)%
Net gain on purchase & disposal of affiliates(3,115)(600)NM
Net loss (gain) on purchase & disposal of affiliatesNet loss (gain) on purchase & disposal of affiliates112 (3,115)(103.6)%
Other expensesOther expenses13,427 — NMOther expenses845 13,427 (93.7)%
Total adjustmentsTotal adjustments(55,592)2,604 NMTotal adjustments3,639 (52,782)(106.9)%
Tax impact of adjustmentsTax impact of adjustments(2,398)(658)NMTax impact of adjustments(837)(2,989)(72.0)%
Adjusted net incomeAdjusted net income$32,779 $33,231 (1.4)%Adjusted net income$22,132 $32,778 (32.5)%

(1) the Company defines increases or decreases greater than 200% as "NM" or not meaningful.


Adjusted return on equity

We define adjusted return on equity as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders' equity during the period. We use adjusted return on equity as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance by adjusting for items that we believe do not reflect our core operating performance and that may diminish comparability across periods. Adjusted return on equity should not be viewed as a substitute for return on equity calculated in accordance with GAAP, and other companies may define adjusted return on equity differently.

 Year Ended December 31, Year Ended December 31,
2020201920212020
Adjusted return on equity calculation:Adjusted return on equity calculation:Adjusted return on equity calculation:
Numerator: adjusted net incomeNumerator: adjusted net income$32,779 $33,231 Numerator: adjusted net income$22,132 $32,778 
Denominator: average equityDenominator: average equity275,861 122,873 Denominator: average equity416,008 275,861 
Adjusted return on equityAdjusted return on equity11.9 %27.0 %Adjusted return on equity5.3 %11.9 %
Return on equityReturn on equity32.9 %25.5 %Return on equity4.6 %32.1 %


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Return on tangible equity and adjusted return on tangible equity

We define tangible stockholders' equity as stockholders' equity less goodwill and other intangible assets. We define return on tangible equity as net income expressed on an annualized basis as a percentage of average beginning and ending tangible stockholders' equity during the period. We define adjusted return on tangible equity as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending tangible stockholders' equity during the period. We regularly evaluate acquisition opportunities and have historically made acquisitions that affect stockholders' equity. We use return on tangible equity and adjusted return on tangible equity as internal performance measures in the management of our operations because we believe they give our management and other users of our financial information useful insight into our results of operations and our underlying business performance by adjusting for the effects of acquisitions on our stockholders' equity and, in the case of adjusted return on tangible equity, by adjusting for the items that we believe do not reflect our core operating performance and that may diminish comparability across periods. Return on tangible equity and adjusted return on tangible equity should not be viewed as a substitute for return on equity or return on tangible equity, respectively, calculated in accordance with GAAP, and other companies may define return on tangible equity and adjusted return on tangible equity differently.

 Year Ended December 31, Year Ended December 31,
2020201920212020
Return on tangible equity calculation:Return on tangible equity calculation:Return on tangible equity calculation:
Numerator: net incomeNumerator: net income$90,769 $31,285 Numerator: net income$19,330 $88,549 
Denominator:Denominator:Denominator:
Average stockholders' equityAverage stockholders' equity275,861 122,873 Average stockholders' equity416,008 275,861 
Less: average goodwill and other intangible assetsLess: average goodwill and other intangible assets109,466 2,999 Less: average goodwill and other intangible assets215,709 109,466 
Average tangible stockholders' equityAverage tangible stockholders' equity166,395 119,874 Average tangible stockholders' equity200,299 166,395 
Return on tangible equityReturn on tangible equity54.6 %26.1 %Return on tangible equity9.7 %53.2 %
Return on equityReturn on equity32.9 %25.5 %Return on equity4.6 %32.1 %


 Year Ended December 31, Year Ended December 31,
2020201920212020
Adjusted return on tangible equity calculation:Adjusted return on tangible equity calculation:Adjusted return on tangible equity calculation:
Numerator: adjusted net incomeNumerator: adjusted net income$32,779 $33,231 Numerator: adjusted net income$22,132 $32,778 
Denominator: average tangible equityDenominator: average tangible equity166,395 119,874 Denominator: average tangible equity200,299 166,395 
Adjusted return on tangible equityAdjusted return on tangible equity19.7 %27.7 %Adjusted return on tangible equity11.0 %19.7 %
Return on equityReturn on equity32.9 %25.5 %Return on equity4.6 %32.1 %


Financial Condition, Liquidity and Capital Resources

Sources and Uses of Funds

We are organized as a holding company with our operations conducted through our subsidiaries, including our wholly owned insurance subsidiaries: Benchmark, which is domiciled in Kansas and commercially domiciled in California; ALIC, which is domiciled in Utah; and 7710, which is domiciled in South Carolina.Carolina; and BSIC, which is domiciled in Arkansas. Accordingly, the holding company may receive cash through (i) loans from banks,banks; (ii) draws on a revolving loan agreement,agreement; (iii) issuance of equity and debt securities, (iv) corporate service fees from our operating subsidiaries,subsidiaries; (v) payments from our subsidiaries pursuant to our consolidated tax allocation agreement and other transactionstransactions; and (vi) dividends from our non-insurance subsidiaries and, subject to certain limitations discussed below, dividends from our insurance subsidiaries. We also may use the proceeds from these sources to contribute funds to the insurance subsidiaries in order to support premium growth, reduce our reliance on reinsurance, pay taxes and for other general business purposes.
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State insurance laws restrict the ability of insurance companies to declare stockholder dividends without prior regulatory approval. State insurance regulators require insurance companies to maintain specified levels of statutory capital and surplus.

Under Kansas and California law, dividends payable from Benchmark without the prior approval of the applicable insurance commissioner must not exceed the greater ofof: (i) 10% of Benchmark’s surplus as shown on the last statutory financial statement on file with the Kansas Insurance Department and the California Department of Insurance, respectively,respectively; or (ii) 100% of net income during the applicable twelve-month period (not including realized capital gains). Dividends shall not include pro rata distributions of any class of Benchmark's own securities.

Under Utah law, dividends payable from ALIC without the prior approval of the applicable insurance commissioner must not exceed the lesser of (i) 10% of ALIC’s surplus as shown on the last statutory financial statement on file with the Utah Insurance DepartmentDepartment; or (ii) 100% of net income during the applicable twelve- month period (not including realized capital gains). Dividends shall not include pro rata distributions of any class of ALIC's own securities.

Under South Carolina law, dividends payable from 7710 without the prior approval of the applicable insurance commissioner are limited to the following during the preceding twelve months: (a) when paid from other than earned surplus must not exceed the lesser of: (i) 10% of 7710's surplus as regards policyholders as shown in 7710’s most recent annual statement; or (ii) the net income, not including net realized capital gains or losses as shown in the 7710's most recent annual statement; or (b) when paid from earned surplus must not exceed the greater of: (i) 10% of 7710's surplus as regards policyholders as shown in 7710’s most recent annual statement; or (ii) the net income, not including net realized capital gains or losses as shown in the 7710's most recent annual statement. Dividends shall not include pro rata distributions of any class of 7710's own securities.

Under Arkansas law, dividends payable from BSIC without the prior approval of the applicable insurance commissioner must not exceed the lesser of (i) 10% of BSIC’s surplus as shown on the last statutory financial statement on file with the Arkansas Insurance Department; or (ii) 100% of net income during the applicable twelve- month period (not including realized gains). Dividends shall not include pro rata distributions of any class of BSIC's own securities.

The maximum amount of dividends the insurance subsidiaries can pay us during 20202021 without regulatory approval is $23.9$21.0 million. Insurance regulators have broad powers to ensure that statutory surplus remains at adequate levels, and there is no assurance that dividends of the maximum amount calculated under any applicable formula would be permitted. In the future, state insurance regulatory authorities that have jurisdiction over the payment of dividends by the insurance subsidiaries may adopt statutory provisions more restrictive than those currently in effect.

Our insurance subsidiaries are also required by state law to maintain a minimum level of policyholder's surplus. Kansas, Utah, Arkansas and South Carolina utilize a risk-based capital requirement as promulgated by the National Association of Insurance Commissioners. Such requirements are designed to identify the various business risks (e.g., investment risk, underwriting profitability risk, etc.) of insurance companies and their subsidiaries. As of December 31, 20202021 and December 31, 2019,2020, the total adjusted capital of our insurance subsidiaries was in excess of their respective prescribed risk-based capital requirements.

As of December 31, 2020,2021, we had $153,149$129,577 in cash and cash equivalents, compared to $74,268$153,149 as of December 31, 2019.2020.

Management believes that we have sufficient liquidity available to meet our operating cash needs and obligations and committed capital expenditures for the next 12 months.
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Cash Flows

Our most significant source of cash is from premiums received from insureds, net of the related commission amount for the policies. Our most significant cash outflow is for claims that arise when a policyholder incurs an insured loss. Because the payment of claims occurs after the receipt of the premium, often years later, we invest the cash in various investment securities that generally earn interest and dividends. The table below summarizes our net cash flows.

 Year Ended December 31,
20202019
Cash, cash equivalents and restricted cash provided by (used in):
Operating activities$50,012 $52,173 
Investing activities(20,246)(23,943)
Financing activities51,400 (8,125)
Net increase in cash, cash equivalents and restricted cash$81,166 $20,105 
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 Year Ended December 31,
20212020
Cash, cash equivalents and restricted cash provided by (used in):
Operating activities$94,359 $50,012 
Investing activities(120,156)(20,246)
Financing activities(1,453)51,400 
Net increase (decrease) in cash, cash equivalents and restricted cash$(27,250)$81,166 


Operating Activities: Net cash provided by operating activities for the year ended December 31, 20202021 was $50,012$94,359 compared to $52,173$50,012 for the same period in 2019. The $2,161 decrease2020. Net cash provided by operating activities includes net income as adjusted for depreciation and amortization, stock compensation, unrealized and realized gains and losses, bond amortization and accretion, the change in deferred income taxes, gain on revaluation of Compstar investment, issuance of member units as compensation, equity earnings in affiliates, distributions from equity method investments, and amortization of deferred financing costs. Net cash provided by operating activities during the year ended December 31, 2020 is driven by a decrease2021 reflects increases in cash related to (i) an increase in net income of $59,484, offset by a non-cash gain on the revaluation of Compstar of $69,846 (ii) unpaid loss and loss adjustment expenseexpenses of $16,889; (iii) premiums and other receivables of $13,722; (iv) prepaid reinsurance premiums of $13,640; and (v) reinsurance premiums payable of $8,999. This decrease is partially offset by an increase in cash related to (i)$86,503, unearned premiums of $37,655; (ii) reinsurance recoverables of $19,024;$61,953, and (iii) funds held under reinsurance agreements of $5,230.$43,062; partially offset by increases in premiums and other receivable of $31,921, reinsurance recoverables of $34,028, prepaid reinsurance premiums of $21,441, other assets of $13,776 and decreases in reinsurance premiums payable of $11,939, and accounts payable and accrued expenses of $7,951. The increases in premiums and other receivables and reinsurance recoverables were primarily a result of an increase in gross written premiums during the period. Other assets increased as a result of increases in our deferred acquisition costs and contract asset balances. The decrease in accounts payable and accrued expenses as of December 31, 2021 compared to December 31, 2020 was the result of a non-cash transfer of funds that were being held while control of the funds were being arbitrated. Upon the conclusion of arbitration with a counterparty in 2021, the funds were remitted back to the counterparty, resulting in a non-cash reduction in investments held as collateral and corresponding decreases in accounts payable and accrued expenses of $26,211 and funds held under reinsurance agreements of $13,562. Excluding non-cash transfers, funds held under reinsurance agreement increased as a result of an increase in gross written premiums. Net cash provided by operating activities for the year ended December 31, 2020 reflects distributions received from equity method investments and incremental cash received for operating assets and liabilities.

Investing Activities: Net cash used in investing activities for the year ended December 31, 20202021 was $20,246$120,156 compared to $23,943$20,246 for the same period in 2019. The $3,697 decrease in2020. Net cash used in investing activities is driven by (i) an increase of $11,891 net cash received infor the acquisition of Compstar and (ii) $3,000 received from the sale of TRI in 2020. This increase in cash is partially offset by (i) by an increase in theyear ended December 31, 2021 includes $116,247 net cash used in the purchase and sale of investments, of $6,097 and (ii) an increase$3,795 in cash used in the acquisition of subsidiariesa subsidiary, net of $5,038.cash received, and $346 in capital expenditures, partially offset by $232 received for the return of capital on equity method investments. Net cash used in investing activities for the year ended December 31, 2020 includes $23,911 net cash used in the purchase and sale of investments, $10,534 in cash used in the acquisition of a subsidiary, net of cash received, and $807 in capital expenditures, partially offset by $11,891 cash received in the acquisition of Compstar, $3,000 in cash received for the sale of equity method investments, and $115 received for the return of capital on equity method investments.

Financing Activities: Net cash provided byused in financing activities for the year ended December 31, 20202021 was $51,400$1,453 compared to net cash usedprovided by of $8,125$51,400 for the same period in 2019.2020. The increasecash used in cashfinancing activities in the current year was primarily driven by principal payment on debt of $1,444. Cash provided by financing activities of $59,525 isin the prior year was primarily driven by proceeds from our initial public offering of $99,643 and proceeds from our credit agreement of net cash proceeds received from the Company's IPO.$32,453. This increase iswas partially offset by distributions paidprincipal payment on our debt of $49,728, distribution to members prior to the Company's IPOour initial public offering of $18,675, cash paid for$19,819, buy back of preferred shares of $5,100 and deferred offering costs of $5,839, cash used in the buyback of redeemable preferred stock $3,200 and principal payments on the Company's debt, net of incremental principal received in the refinance of debt, of $12,443.$5,839.


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Debt and Credit Agreements

First Horizon Credit Agreement

In April 2018, Trean Corporation and Trean Compstarthe Company entered into a credit agreement with First Horizon Bank (formerly, First Tennessee Bank National Association) (the 2018 First Horizon Credit Agreement), which includedthat includes a term loan facility totaling $27.5 million and a revolving credit facility of $3.0 million. Borrowings are secured by substantially all of the assets of the Company and its subsidiaries.

On July 16, 2020, the Company entered into a new Second Amended and Restated Credit Agreement with First Horizon Bank which,that, among other things, extended the Company's credit facility for a period of five years through May 26, 2025 and increased its term loan facility by $11,707 resulting in a total term loan debt amount of $33,000 and a revolving credit facility of $2,000. The loan has a variable interest rate of 3-month LIBOR plus 3.50%4.50%, 4.50% and 3.00%, which was 4.64%, 4.72% as of December 31, 2020 and 6.33% as of December 31, 2021, 2020 and 2019, (under the 2018 First Horizon Credit Agreement).respectively. The outstanding principal balance of the loan is to be repaid in quarterly installments that escalate from approximately $206 to $825 until March 2025. All equity securities of the Company's subsidiaries of Trean Insurance Group, Inc. (other than Benchmark Holding Company and its subsidiaries) will behave been pledged as collateral.

In addition, and in conjunction with, the execution of the Second Amended and Restated Credit Agreement, the Company made dividend distribution payments to Trean members totaling $18,154 in May 2020.

2006Junior Subordinated NotesDebt

In June 2006, the Trust issued 7,500 shares of preferred capital securities to Bear Stearns Securities Corp. and 232 common securities to Trean Corporation. The proceeds of such issuances were invested by the Trust in $7,732 aggregate principal amount of the Subordinated Notes. The Subordinated Notes represents the sole assets of the Trust. On October 7, 2020, Trean Corp redeemed all of the Subordinated Notes for a total payoff amounts of $7,807. The interest rate was a fixed rate of 9.167% until July 7, 2011, at which time a variable interest rate of 3-month LIBOR (1.99% as of December 31, 2019,2020, respectively) plus 3.50% is in effect. The interest rate totaled 5.49% as of December 31, 2019,2020, respectively.

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Oak Street Loan

In conjunction with the acquisition of Compstar, the Company acquired a loan from Oak Street Funding with a total principle of $19,740. After theIn July 2020, upon completion of the acquisition, the Company paid this loan off in full.
PPP Loans

In conjunction with the acquisition of Compstar,WIC, the Company acquired atwo Federal Paycheck Protection Program (PPP) Loan("PPP Loans") with a principal balance of $325. The PPP Loan was forgiven on November 6, 2020. In conjunction with the acquisition$243. As of 7710, the Company acquired a PPP Loan with a principal balance of $269. The PPP Loan was forgiven on November 12, 2020.December 31, 2021, both loans had been fully forgiven.

Reinsurance

We use reinsurance to convert underwritingcede a portion of the risk to credit risk, protect thewe accept on our balance sheet reduce earnings volatilityto third-party reinsurers through a variety of reinsurance arrangements. We manage these arrangements to align risks with our Program Partners, optimize our net retention relative to our financial objectives, balance sheet size and increase overall premium writing capacity.ratings requirements, as well as to limit our maximum loss resulting from a single program or a single event. We utilize both quota share and excess of loss ("XOL") reinsurance as tools in our overall risk management strategy to achieve these goals.goals, usually in conjunction with each other. Quota share reinsurance involves the proportional sharing of premiums and losses. Under excesslosses of loss reinsurance, losses in excess of a retention level are paid by the reinsurer, subject to a limit.

Quota share reinsurance

each defined program. We utilize quota share reinsurance to:for several purposes, including (i) to cede premiumrisk to Program Partners, (non-professional reinsurers)which allows us to transfer underwriting riskshare economics and align incentives and (ii) to cede premiumrisk to professionalthird-party reinsurers in order to increase the amount of grossmanage our net written premiums we can write while managing net premiums written leverage appropriately based on itsour financial objectives, capital base, A.M. Best financial strength rating and risk appetite. It is a core pillar of the Company'sour underwriting philosophy that Program Partners retain a significant portion of the underwriting risk of their program. We believe this best aligns interests, attracts higher quality programs, and leads to better underwriting results.

Excess of loss and catastrophe Under XOL reinsurance,

We purchase losses in excess of lossa retention level are paid by the reinsurer, subject to a limit, and catastropheare customized per program or across multiple programs. We utilize XOL reinsurance from professional reinsurers to protect against catastrophic large loss and/or other unforeseen extreme loss activity that could otherwise negatively impact the Company’sour profitability and capital base. The majority of our exposure to catastrophe risk stems from the workers’ compensation premium we retain net of premiums ceded to Program Partners and professional reinsurers.retain. Potential catastrophic events include an earthquake, terrorism, or another event that could cause more than one covered employee working at the same location to be injured in the event. This catastrophic exposure is generally amelioratedWe believe we mitigate this risk by the type of accounts we underwrite. Due to our focus on small- to mid-sized accounts, (i.e., few employees per policy and location),which means that we generally do not have concentrated employee counts at single locations that can serve as the basis forcould be exposed to a catastrophic loss. The limited catastrophic risk that does exist is cededcost and limits of the reinsurance coverage we purchase vary from year to large, professional reinsurers through excessyear based on the availability of lossquality reinsurance contracts.at an acceptable price and our desired level of retention.

Ratings

We have a financial strength rating of "A" (Excellent) from A.M. Best. A.M. Best assigns 16 ratings to insurance companies, which currently range from "A++" (Superior) to "S" (Rating Suspended). "A" (Excellent) is the third highest rating issued by A.M. Best. The "A" (Excellent) rating is assigned to insurers that have, in A.M. Best’s opinion, an excellent ability to meet their ongoing obligations to policyholders. This rating is intended to provide an independent opinion of an insurer’s ability to meet its obligation to policyholders and is not an evaluation directed at investors. See also "Risk factors — Risks related to our business and industry — A downgrade in the A.M. Best financial strength ratings of our insurance company subsidiaries may negatively affect our business."

The financial strength ratings assigned by A.M. Best have an impact on the ability of the insurance companies to attract and retain agents and brokers and on the risk profiles of the submissions for insurance that the insurance companies receive. The "A" (Excellent) rating obtained by us is consistent with our business plan and allows us to actively pursue relationships with the agents and brokers identified in our marketing plan.

Contractual obligations and commitments

Reserves for losses and loss adjustment expenses

The Company estimates the liability for the expected ultimate cost of unpaid loss and LAE as of the balance sheet date. Our reserves for unpaid loss and LAE represent the cost of all reported loss and LAE expenses as well as those that have been incurred but not yet reported. The estimated losses and LAE are regularly reviewed and adjusted as necessary based on historical experience and as the Company obtains new information. Actual losses and settlement expenses paid may deviate from the reserve estimates. Similarly, the timing for payment of our estimated losses is not fixed and is not determinable on an individual or aggregate basis due to the uncertainty inherent in the process of estimating such payments.
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Contractual ObligationsSee Note 15 of notes to the consolidated financial statements and Commitments"Critical Accounting Estimates" for a discussion of estimates and assumptions related to the reserves for unpaid losses and loss adjustment expenses.

Credit facility

As of December 31, 2021, we had $30,938 principal outstanding on our term loan under the Second Amended and Restated Credit Agreement with First Horizon Bank. The following table illustrates our contractual obligationsloan has a variable interest rate of LIBOR plus 4.50%, 4.50% and commercial commitments by due date as of3.00%, which was 4.64%, 4.72% and 6.33% as of December 31, 2020:2021, 2020 and 2019, respectively. The outstanding principal balance of the loan is to be repaid in quarterly installments that escalate from approximately $206 to $825 until March 2025. See Note 12 of notes to the consolidated financial statements for further details regarding our credit facility.

Payments due by period
TotalLess than one yearOne year to less than three yearsThree years to less than five yearsMore than five years
Reserve for losses and loss adjustment expense$457,817 $121,206 $198,750 $61,811 $76,050 
Debt securities and credit agreements32,381 1,444 4,537 26,400 — 
Interest payable1,528 68 214 1,246 — 
Operating lease obligations7,624 2,457 4,144 1,023 — 
Litigation settlement1,210 1,210 — — — 
Total$500,560 $126,385 $207,645 $90,480 $76,050 
Operating lease obligations

As of December 31, 2021, we leased office space and equipment in 12 states. Our leases have remaining terms ranging from one month to 42 months and some of our leases include options to extend the lease for up to 5 years. Future expected cash obligations include $2,428, $1,846, $971, $102 and $7 during the years ended December 31, 2022, 2023, 2024, 2025 and 2026, respectively. See Note 17 of notes to the consolidated financial statements for further details regarding our leases.

Financial condition

Stockholders' Equity

As of December 31, 2020,2021, total stockholders' equity was $410,107,$421,909, compared to $141,615$410,107 as of December 31, 2019,2020, an increase of $268,492.$11,802. The increase in stockholders' equity over the period was driven primarily by the $99,204 in common shares issued for the acquisition of Compstar; the $93,139 in proceeds from common stock sold in the Company's IPO, net of offering costs; and $95,475$10,288 of comprehensive income. These increases were partially offset by distributions to members totaling $19,819 during the year ended December 31, 2020.

We had $1,739$3,563 of unrecognized stock compensation as of December 31, 20202021 related to non-vested stock compensation granted. The Company recognized $506$1,522 of stock compensation during the year ended December 31, 2020. In addition, we recognized approximately $197 of expense related to pre-IPO membership unit awards for the year ended December 31, 2020.2021.

Investment Portfolio

Our invested asset portfolio consists of fixed maturities, equity securities, other investments and short-term investments. The majority of the investment portfolio was comprised of fixed maturity securities of $405,604$471,061 at December 31, 2020,2021, that were classified as available-for-sale. Available-for-sale investments are carried at fair value with unrealized gains and losses on these securities, net of applicable taxes, reported as a separate component of accumulated other comprehensive income.

Our investment portfolio objectives are to maintain liquidity, facilitating financial strength and stability and ensuring regulatory and legal compliance. Our investment portfolio consists of available-for-sale fixed maturities and other equity investments, all of which are carried at fair value. We seek to hold a high-quality portfolio of investments that is managed by a professional investment advisory management firm in accordance with the Company's investment policy and routinely reviewed by our management team. Our investments, however, are subject to general economic conditions and market risks as well as risks inherent to particular securities. The Company's investment portfolio has the following objectives:
Meetmeet insurance regulatory requirements with respect to investments under the applicable insurance laws;
Maintainmaintain an appropriate level of liquidity to satisfy the cash requirements of current operations and long-term obligations;
Adjustadjust investment risk to offset or complement insurance risk based on our total corporate risk tolerance; and
Realizerealize the highest possible levels of investment income while generating superiorand after-tax total rates of return.

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The composition of our investment portfolio is shown in the following table as of December 31, 20202021 and December 31, 2019.2020.

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December 31, 2021
Cost or
Amortized Cost
Fair Value
Fixed maturities:
U.S. government and government securities$41,490 $41,434 
Foreign governments2,500 2,490 
States, territories and possessions10,593 10,766 
Political subdivisions of states, territories and possessions39,170 40,002 
Special revenue and special assessment obligations93,664 95,991 
Industrial and public utilities100,774 103,257 
Commercial mortgage-backed securities119,378 118,218 
Residential mortgage-backed securities16,549 17,368 
Other loan-backed securities41,236 41,425 
Hybrid securities105 110 
Total fixed maturities465,459 471,061 
Equity securities:
Preferred stock243 228 
Common stock741 741 
Total equity securities984 969 
Total investments$466,443 $472,030 


December 31, 2020
Cost or
Amortized Cost
Fair Value
Fixed maturities:
U.S. government and government securities$17,135 $17,471 
Foreign governments300 302 
States, territories and possessions7,500 7,774 
Political subdivisions of states, territories and possessions31,759 33,212 
Special revenue and special assessment obligations77,329 81,714 
Industrial and public utilities107,017 113,741 
Commercial mortgage-backed securities16,242 18,066 
Residential mortgage-backed securities91,478 93,017 
Other loan-backed securities39,293 39,945 
Hybrid securities356 362 
Total fixed maturities388,409 405,604 
Equity securities:
Preferred stock243 240 
Common stock1,554 3,534 
Total equity securities1,797 3,774 
Total investments$390,206 $409,378 


December 31, 2019
Cost or
Amortized Cost
Fair Value
Fixed maturities:
U.S. government and government securities$15,965 $16,129 
Foreign governments299 302 
States, territories and possessions4,789 4,923 
Political subdivisions of states, territories and possessions24,444 25,104 
Special revenue and special assessment obligations59,149 61,405 
Industrial and public utilities119,735 123,207 
Commercial mortgage-backed securities15,586 16,312 
Residential mortgage-backed securities53,467 54,109 
Other loan-backed securities35,849 36,011 
Hybrid securities357 363 
Total fixed maturities329,640 337,865 
Equity securities:
Preferred stock337 343 
Common stock492 492 
Total equity securities829 835 
Total investments$330,469 $338,700 

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The following table shows the percentage of the total estimated fair value of our fixed maturity securities as of December 31, 20202021 and December 31, 20192020 by credit rating category, using the lower of ratings assigned by Moody's Investor Service or S&P.
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December 31, 2021
(in thousands, except percentages)Fair Value% of Total
AAA$80,455 17.1 %
AA278,557 59.1 %
A77,097 16.4 %
BBB33,959 7.2 %
BB947 0.2 %
Below investment grade46 — %
Total fixed maturities$471,061 100.0 %


December 31, 2020
(in thousands, except percentages)Fair Value% of Total
AAA$59,887 14.8 %
AA224,371 55.3 %
A89,975 22.2 %
BBB29,404 7.2 %
BB1,921 0.5 %
Below investment grade46 — %
Total fixed maturities$405,604 100.0 %


December 31, 2019
(in thousands, except percentages)Fair Value% of Total
AAA$52,571 15.6 %
AA153,838 45.5 %
A101,040 29.9 %
BBB30,245 9.0 %
BB119 — %
Below investment grade52 — %
Total fixed maturities$337,865 100.0 %


Critical Accounting Policies and Estimates

The consolidated financial statements included in this annual report include amounts based on the use of estimates and judgments of management. The Company's accounting policies are described in the Notes to the Consolidated and Combined Financial Statements. We identified the accounting estimates whichthat are critical to the understanding of our financial position and results of operations. Critical accounting estimates are defined as those estimates made in accordance with GAAP that are both importantreasonably likely to the portrayal ofhave or have had a material impact on our financial condition and results of operations and require us to exercise significant judgment. We use significant judgment concerning future results and developments in applying these critical accounting estimates and in preparing our consolidated financial statements. These judgments and estimates affect our reported amounts of assets, liabilities, revenues and expenses and the disclosure of our material contingent assets and liabilities. Actual results may differ materially from the estimates and assumptions used in preparing the consolidated financial statements. We evaluate our estimates regularly using information that we believe to be relevant.

Unpaid loss and loss adjustment expenses
The Company estimates the liability for the expected ultimate cost of unpaid loss and LAE as of the balance sheet date. Our reserves for unpaid loss and LAE represent the cost of all reported loss and LAE expenses as well as those that have been incurred but not yet reported. The estimated losses and LAE are regularly reviewed and adjusted as necessary based on historical experience and as the Company obtains new information.

We categorize our reserves for unpaid loss and LAE into two types: case reserves and incurred but not yet reported (IBNR). We establish our case reserves based on claims information reported to us through our claims administrator. Our case reserves include an estimate of the ultimate losses from the claims including administrative costs associated with the
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settlement of the claim. Our claims department uses their knowledge of the specific claim along with internal and external experts, including underwriters and independent actuaries, to estimate the expected ultimate losses.

In addition to case reserves, we establish a reserve for IBNR. With the assistance of an independent actuarial firm, we estimate the total loss and LAE related to IBNR which is comprised of: (a) future payments on claims that existed as of the balance sheet date but had not yet been reported to us; (b) a reserve for the additional development on claims that have been
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reported to us; and (c) a provision for additional payments on closed claims that may reopen. These estimates are based on historical information, industry information and estimates of trends that may impact the ultimate frequency and severity of IBNR claims.

In order to limit the Company's maximum losses and diversify its exposure, we cede a portion of our obligations for losses and LAE through reinsurance treaties with third party reinsurers. The amount of reinsurance that will be recoverable on our losses and LAE includes both the reinsurance recoverables on our excess of loss reinsurance contracts as well as reinsurance recoverables under our quota share contracts.

Our loss reserves, including the main components of such reserves, were as follows:

December 31,December 31,
2020201920212020
Case reservesCase reserves$164,993 $130,409 Case reserves$256,383 $164,993 
IBNR reservesIBNR reserves292,824 276,307 IBNR reserves287,937 292,824 
Gross unpaid loss and loss adjustment expensesGross unpaid loss and loss adjustment expenses457,817 406,716 Gross unpaid loss and loss adjustment expenses544,320 457,817 
Less: reinsurance recoverables on unpaid loss and loss adjustment expensesLess: reinsurance recoverables on unpaid loss and loss adjustment expenses(335,655)(304,005)Less: reinsurance recoverables on unpaid loss and loss adjustment expenses(369,008)(335,655)
Net unpaid loss and loss adjustment expensesNet unpaid loss and loss adjustment expenses$122,162 $102,711 Net unpaid loss and loss adjustment expenses$175,312 $122,162 


The process of estimating the reserves for unpaid loss and LAE expenses requires a high degree of judgment. Estimates are prepared using several generally accepted actuarial methodologies for estimating loss reserves including, but not limited to, the incurred development method, paid development method, incurred Bornhuetter-Ferguson method, hindsight IBNR/case reserve ratios, and loss ratio method. The methods used vary based on the line of business and the Partner Program or general agency that generated the business. Considering each of the alternative ultimate estimates, we determine the appropriate estimate of ultimate loss for each line of business and Program Partner.

Reinsurance recoverables
Reinsurance recoverables represent the portion of our unpaid loss and LAE that are ceded to third party reinsurers. The ceding of insurance does not relieve the Company of its primary liability to policyholders. We are required to pay claims even if a reinsurer fails to pay the Company under the terms of a reinsurance contract. We calculate the amounts recoverable from reinsurers based on our estimates of the underlying loss and LAE expenses as well as the terms and conditions of the reinsurance contracts.

Investment fair value measurements
Our investments in fixed maturity securities are classified as available-for-sale and are reported at fair value with unrealized gains and losses reported as a component of other comprehensive income, net of deferred taxes. Our investments in equity securities are reported at fair value with unrealized gains and losses reported as net investment income in the Consolidated and Combined Statement of Operations. In determining the fair value of investments, we utilize a hierarchy based on the quality of inputs used to measure the fair value. The three levels of the fair value hierarchy are as follows:

Level 1: Fair values primarily based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2: Fair values primarily based on observable inputs, other than quoted prices included in Level 1, or based on prices for similar assets and liabilities.

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Level 3: Fair values primarily based on valuations derived when one or more of the significant inputs are unobservable. With little or no observable market, the determination of fair value uses considerable judgment and represents the Company’s best estimate of an amount that could be realized in a market exchange for the asset or liability.

We utilize a third-party pricing service to assist us with the valuation of our investments. The fair value of our available-for-sale fixed maturity and equity securities are based on quoted market prices, where available. These fair values are obtained primarily from our third-party pricing service, which generally include Level 1 or Level 2 inputs. Inputs often used in the
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valuation methodologies include, but are not limited to, transaction data, yield, quality, coupon rate, maturity, issue type, trading characteristics and market activity.

The Company regularly reviews its investment portfolio to determine if other-than-temporary impairment exists for any fixed maturity securities. An investment is impaired when the fair value of the investment declines to an amount less than the cost or amortized cost of that investment. If a security is impaired, the Company bifurcates the impairment into (a) the amount of impairment related to credit loss and (b) the amount of impairment related to other factors. The amount of impairment related to credit loss is recorded as an impairment loss and is included in net income. The impairment related to all other factors is recorded as a reduction in the fair value of the security and is included in accumulated other comprehensive income.

Goodwill and intangible asset valuation
We prepare an impairment analysis for goodwill and other intangible assets. In evaluating for impairment, we identify whether events or circumstances have occurred that may impact the carrying value of these assets and make assumptions regarding future events such as cash flows and profitability. If the carrying amount of the assets are deemed to be not recoverable, the Company records an impairment loss. Differences in the assumptions of recoverability and actual results could materially impact the carrying amount of these assets and our operating results.

Business combinations
The Company strategically identifies opportunities to grow through acquisition. Such business combinations include the identification and valuation of certain assets acquired and liabilities assumed including the valuation of goodwill and intangible assets. Valuations are determined using a market participant assumption and generally include the following valuation approaches:

The Cost Approach is based on replacement value using the acquired company's balance sheet as the basis for valuing the business or individual assets. Under this approach, the appraiser must determine the potential value that is attainable from the sale of all assets or individual assets less the repayment of any associated debt. Separate valuations are performed for each item on the balance sheet and all tangible and intangible assets and liabilities are adjusted to their respective values.

The Income Approach measures the value of an ownership interest in a company or asset as the present value of the future economic benefits of ownership. The future ownership benefits may be represented by the expected earnings or cash flow of a company or asset over an investment period. The expected earnings or cash flow are then converted to their net present value using a rate of return suitable for the risks associated with realizing those future benefits.

The Market Approach asserts that the value of property of any kind is equal to the cost of obtaining an equally desired substitute. Under this approach, the appraisal is based on transactions of assets similar to the subject asset. Value multiples from these transactions are applied to the subject asset's data to arrive at the asset's value.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of December 31, 2020.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in interest rates, equity prices, foreign currency exchange rates and commodity prices. The primary components of market risk affecting us are credit risk, interest rate risk, and equity rate risk. We do not have exposure to foreign currency exchange rate risk or commodity risk.

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Credit risk

Credit risk is the potential loss resulting from adverse changes in an issuer’s ability to repay its debt obligations. We have exposure to credit risk as a holder of fixed maturity investments. Our risk management strategy and investment policy are to primarily invest in debt instruments of high credit quality issuers and to limit the amount of credit exposure with respect to particular ratings categories and any one issuer. At December 31, 2020,2021, our fixed maturity portfolio had an average rating of "AA," with approximately 92.3%92.6% of securities in that portfolio rated "A" or better by at least one nationally recognized rating organization. Our policy is to invest in investment grade securities and to minimize investments in fixed maturities that are unrated or rated below investment grade. At December 31, 2020, less than 0.1% of our fixed maturity portfolio was unrated or rated below investment grade. We monitor the financial condition of all of the issuers of fixed maturity securities in our portfolio. Our policy is to manage investment risk while realizing the highest possible levels of investment income and after-tax total rates of return. As such, we may adjust our allocation in higher credit risk assets so long as the investments meet all applicable insurance laws, regulatory requirements and our approved investment guideline policies.

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In addition, we are subject to credit risk with respect to our third-party reinsurers. Although our third-party reinsurers are obligated to reimburse us to the extent we cede risk to them, we are ultimately liable to our policyholders on all risks we have ceded. As a result, reinsurance contracts do not limit our ultimate obligations to pay claims covered under the insurance policies we issue and we might not collect amounts recoverable from our reinsurers. To address this risk, we require our reinsurance counterparties who do not have an A.M. Best Financial Strength Rating of "A-" or higher to post collateral. Additionally, we place the third-party reinsurance for the majority of our Program Partners. Controlling the reinsurance placement gives us greater influence over the structure and terms of the reinsurance

Interest rate risk

Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates. The primary market risk to the investment portfolio is interest rate risk associated with investments in fixed maturity securities. Fluctuations in interest rates have a direct effect on the market valuation of these securities. When market interest rates rise, the fair value of our fixed maturity securities decreases. Conversely, as interest rates fall, the fair value of our fixed maturity securities increases. We manage this interest rate risk by investing in securities with varied maturity dates and by managing the duration of our investment portfolio to the duration of our reserves. Expressed in years, duration is the weighted average payment period of cash flows, where the weighting is based on the present value of the cash flows. We set duration targets for our fixed income investment portfolios after consideration of the estimated duration of our liabilities and other factors. The effective weighted average duration of the portfolio as of December 31, 20202021 was 3.94.0 years. We had fixed maturity securities with a fair value of $406$471 million at December 31, 20202021 that were subject to interest rate risk. We estimate that a 100-basis point increase in interest rates would cause a 3.5%4.1% decline in the estimated fair value of our fixed maturities portfolio, while a 100-basis point decrease in interest rates would cause a 1.6%3.2% increase in the estimated fair value of that portfolio. The selected scenarios are not predictions of future events, but rather illustrate the effect that such events may have on the fair value of our fixed maturities portfolio.

Changes in interest rates will have an immediate effect on comprehensive income and stockholders’ equity but will not ordinarily have an immediate effect on net income. Actual results may differ from the hypothetical change in market rates assumed in this disclosure. This sensitivity analysis does not reflect the results of any action that we may take to mitigate such hypothetical losses in fair value.

Equity Price Risk

Equity price risk is the risk that we may incur losses in the fair value of the equity securities we hold in our investment portfolio. Changes on the market of our equity securities would result in the fair value of our investments and the net realized and unrealized gains and losses on our Condensed and Combined Statement of Operations. We had equity securities with a fair value of $3,774 at December 31, 2020 that were subject to equity price risk.

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The table below shows the sensitivity of our equity securities at fair value to price changes as of December 31, 2020:

CostFair Value10% Fair Value DecreasePre-tax Impact on Total Equity Securities10% Fair Value IncreasePre-tax Impact on Total Equity Securities
December 31, 2020
Equity securities$1,797 $3,774 $3,397 $(377)$4,151 $377 
December 31, 2019
Equity securities829 835 752 (84)919 84 


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Item 8. Financial Statements and Supplementary Data

Trean Insurance Group, Inc. and Subsidiaries
Index to Consolidated and Combined Financial Statements

Page

Pursuant to Rule 7-05 of Regulation S-X, Financial Statement Schedules I, III, IV, V and VI have been omitted as the information to be set forth therein is not applicable or has been included in the Consolidated and Combined Financial Statements or notes thereto.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Trean Insurance Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated and combined balance sheets of Trean Insurance Group, Inc. and subsidiaries (the “Company”) as of December 31, 20202021 and 2019,2020, the related consolidated and combined statements of operations, comprehensive income, stockholders’ equity and redeemable preferred stock, and cash flows, for each of the three years in the period ended December 31, 2020,2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20202021 and 2019,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
March 26, 202115, 2022
We have served as the Company’s auditor since 2019.
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Trean Insurance Group, Inc. and Subsidiaries
Consolidated and Combined Balance Sheets
(in thousands, except share data)
December 31,December 31,
2020201920212020
AssetsAssetsAssets
Fixed maturities, at fair value (amortized cost of $388,409 and $329,640, respectively)$405,604 $337,865 
Preferred stock, at fair value (amortized cost of $243 and $337, respectively)240 343 
Common stock, at fair value (cost $1,554 and $492, respectively)3,534 492 
Fixed maturities, at fair value (amortized cost of $465,459 and $388,409, respectively)Fixed maturities, at fair value (amortized cost of $465,459 and $388,409, respectively)$471,061 $405,604 
Preferred stock, at fair value (amortized cost of $243 and $243, respectively)Preferred stock, at fair value (amortized cost of $243 and $243, respectively)228 240 
Common stock, at fair value (cost $741 and $1,554, respectively)Common stock, at fair value (cost $741 and $1,554, respectively)741 3,534 
Equity method investmentsEquity method investments232 12,173 Equity method investments— 232 
Total investmentsTotal investments409,610 350,873 Total investments472,030 409,610 
Cash and cash equivalentsCash and cash equivalents153,149 74,268 Cash and cash equivalents129,577 153,149 
Restricted cashRestricted cash4,085 1,800 Restricted cash407 4,085 
Accrued investment incomeAccrued investment income2,458 2,468 Accrued investment income2,344 2,458 
Premiums and other receivablesPremiums and other receivables109,217 62,460 Premiums and other receivables141,920 109,217 
Income taxes receivableIncome taxes receivable1,322 Income taxes receivable460 1,322 
Related party receivables22,221 
Reinsurance recoverableReinsurance recoverable343,213 307,338 Reinsurance recoverable377,241 343,213 
Prepaid reinsurance premiumsPrepaid reinsurance premiums107,971 80,088 Prepaid reinsurance premiums129,411 107,971 
Deferred policy acquisition cost, netDeferred policy acquisition cost, net1,332 2,115 Deferred policy acquisition cost, net13,344 1,332 
Property and equipment, netProperty and equipment, net8,254 7,937 Property and equipment, net7,632 8,254 
Right of use assetRight of use asset6,338 — Right of use asset4,530 6,338 
Deferred tax asset, net1,367 
GoodwillGoodwill140,640 2,822 Goodwill142,347 140,640 
Intangible assets, netIntangible assets, net75,316 154 Intangible assets, net73,114 75,316 
Other assetsOther assets6,878 3,123 Other assets8,658 6,878 
Total assetsTotal assets$1,369,783 $919,034 Total assets$1,503,015 $1,369,783 
LiabilitiesLiabilitiesLiabilities
Unpaid loss and loss adjustment expensesUnpaid loss and loss adjustment expenses$457,817 $406,716 Unpaid loss and loss adjustment expenses$544,320 $457,817 
Unearned premiumsUnearned premiums157,987 103,789 Unearned premiums219,940 157,987 
Funds held under reinsurance agreementsFunds held under reinsurance agreements174,704 163,445 Funds held under reinsurance agreements199,410 174,704 
Reinsurance premiums payableReinsurance premiums payable57,069 53,620 Reinsurance premiums payable45,130 57,069 
Accounts payable and accrued expensesAccounts payable and accrued expenses61,240 14,995 Accounts payable and accrued expenses29,448 61,240 
Lease liabilityLease liability6,893 — Lease liability4,976 6,893 
Income taxes payable714 
Deferred tax liability, netDeferred tax liability, net12,329 Deferred tax liability, net7,520 12,329 
DebtDebt31,637 29,040 Debt30,362 31,637 
Total liabilitiesTotal liabilities959,676 772,319 Total liabilities1,081,106 959,676 
Commitments and contingenciesCommitments and contingencies0Commitments and contingencies0
Redeemable preferred stock (0 and 1,000,000 authorized, respectively; 0 and 51 outstanding, respectively)— 5,100 
Stockholders' equityStockholders' equityStockholders' equity
Common stock, $0.01 par value per share (600,000,000 and 0 authorized, respectively; 51,148,782 and 0 issued and outstanding, respectively)511 — 
Members' equity— 78,438 
Common stock, $0.01 par value per share (600,000,000 authorized, respectively; 51,176,887 and 51,148,782 issued and outstanding, respectively)Common stock, $0.01 par value per share (600,000,000 authorized, respectively; 51,176,887 and 51,148,782 issued and outstanding, respectively)512 511 
Additional paid-in capitalAdditional paid-in capital287,110 17,995 Additional paid-in capital288,623 287,110 
Retained earningsRetained earnings112,959 40,361 Retained earnings128,390 109,060 
Accumulated other comprehensive incomeAccumulated other comprehensive income9,527 4,821 Accumulated other comprehensive income4,384 13,426 
Total stockholders' equityTotal stockholders' equity410,107 141,615 Total stockholders' equity421,909 410,107 
Total liabilities and stockholders' equityTotal liabilities and stockholders' equity$1,369,783 $919,034 Total liabilities and stockholders' equity$1,503,015 $1,369,783 
See accompanying notes to the consolidated financial statements.
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Trean Insurance Group, Inc. and Subsidiaries
Consolidated and Combined Statements of Operations
(in thousands, except share and per share data)
 Year Ended December 31, Year Ended December 31,
202020192018202120202019
RevenuesRevenuesRevenues
Gross written premiumsGross written premiums$484,249 $411,401 $357,007 Gross written premiums$634,164 $484,249 $411,401 
Increase in gross unearned premiumsIncrease in gross unearned premiums(52,215)(13,598)(16,862)Increase in gross unearned premiums(61,911)(52,215)(13,598)
Gross earned premiumsGross earned premiums432,034 397,803 340,145 Gross earned premiums572,253 432,034 397,803 
Ceded earned premiumsCeded earned premiums(323,567)(311,325)(273,569)Ceded earned premiums(373,573)(323,567)(311,325)
Net earned premiumsNet earned premiums108,467 86,478 66,576 Net earned premiums198,680 108,467 86,478 
Net investment incomeNet investment income8,324 6,245 4,816 Net investment income8,721 11,669 9,567 
Gain on revaluation of Compstar investmentGain on revaluation of Compstar investment69,846 Gain on revaluation of Compstar investment— 69,846 — 
Net realized capital gains (losses)3,365 667 (715)
Net realized gainsNet realized gains49 3,365 667 
Other revenueOther revenue12,104 9,125 7,826 Other revenue10,240 12,104 9,125 
Total revenueTotal revenue202,106 102,515 78,503 Total revenue217,690 205,451 105,837 
ExpensesExpensesExpenses
Losses and loss adjustment expensesLosses and loss adjustment expenses50,774 44,661 35,729 Losses and loss adjustment expenses130,772 50,774 44,661 
General and administrative expensesGeneral and administrative expenses38,668 20,959 15,679 General and administrative expenses54,706 38,668 20,959 
Other expensesOther expenses13,427 Other expenses845 13,427 — 
Intangible asset amortizationIntangible asset amortization2,573 46 27 Intangible asset amortization5,826 2,573 46 
Noncash stock compensationNoncash stock compensation506 Noncash stock compensation1,522 506 — 
Interest expenseInterest expense1,922 2,169 1,557 Interest expense1,685 1,922 2,169 
Total expensesTotal expenses107,870 67,835 52,992 Total expenses195,356 107,870 67,835 
Gains (losses) on embedded derivativesGains (losses) on embedded derivatives2,226 (6,155)(7,321)
Other incomeOther income1,025 121 639 Other income219 1,025 121 
Income before taxesIncome before taxes95,261 34,801 26,150 Income before taxes24,779 92,451 30,802 
Income tax expenseIncome tax expense6,825 7,074 5,546 Income tax expense5,449 6,235 6,234 
Equity earnings (losses) in affiliates, net of tax2,333 3,558 (1,082)
Equity earnings in affiliates, net of taxEquity earnings in affiliates, net of tax— 2,333 3,558 
Net incomeNet income$90,769 $31,285 $19,522 Net income$19,330 $88,549 $28,126 
Earnings per share:Earnings per share:Earnings per share:
BasicBasic$2.08 $0.84 $0.52 Basic$0.38 $2.02 $0.75 
DilutedDiluted$2.07 $0.84 $0.52 Diluted$0.38 $2.02 $0.75 
Weighted average shares outstanding:Weighted average shares outstanding:Weighted average shares outstanding:
BasicBasic43,744,003 37,386,394 37,386,394 Basic51,162,293 43,744,003 37,386,394 
DilutedDiluted43,744,744 37,386,394 37,386,394 Diluted51,173,450 43,744,744 37,386,394 
See accompanying notes to the consolidated and combined financial statements.
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Trean Insurance Group, Inc. and Subsidiaries
Consolidated and Combined Statements of Comprehensive Income
(in thousands)
 Year Ended December 31, Year Ended December 31,
202020192018202120202019
Net incomeNet income$90,769 $31,285 $19,522 Net income$19,330 $88,549 $28,126 
Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:
Unrealized investment gains (losses):Unrealized investment gains (losses):Unrealized investment gains (losses):
Unrealized investment gains (losses) arising during the periodUnrealized investment gains (losses) arising during the period6,218 8,708 (3,964)Unrealized investment gains (losses) arising during the period(11,386)9,028 12,707 
Income tax expense (benefit)Income tax expense (benefit)1,313 1,831 (832)Income tax expense (benefit)(2,391)1,903 2,671 
Unrealized investment gains (losses), net of taxUnrealized investment gains (losses), net of tax4,905 6,877 (3,132)Unrealized investment gains (losses), net of tax(8,995)7,125 10,036 
Less reclassification adjustments to:Less reclassification adjustments to:Less reclassification adjustments to:
Net realized investment gains (losses) included in net realized capital gains (losses)252 67 (225)
Income tax expense (benefit)53 14 (47)
Net realized investment gains included in net realized gainsNet realized investment gains included in net realized gains59 252 67 
Income tax expenseIncome tax expense12 53 14 
Total reclassifications included in net income, net of taxTotal reclassifications included in net income, net of tax199 53 (178)Total reclassifications included in net income, net of tax47 199 53 
Other comprehensive income (loss)Other comprehensive income (loss)4,706 6,824 (2,954)Other comprehensive income (loss)(9,042)6,926 9,983 
Total comprehensive incomeTotal comprehensive income$95,475 $38,109 $16,568 Total comprehensive income$10,288 $95,475 $38,109 
See accompanying notes to the consolidated and combined financial statements.
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Trean Insurance Group, Inc. and Subsidiaries
Consolidated and Combined Statements of Stockholders’ Equity and Redeemable Preferred Stock
(in thousands, except share and unit data)
Members' Equity
Redeemable Preferred StockPreferred StockClass A - Non VotingClass B - VotingClass B - Non VotingClass C - Non VotingCommon StockAdditional Paid in CapitalAccumulated Other Comprehensive Income (Loss)Retained Earnings (Deficit)Total Stockholders' Equity
SharesAmountSharesAmountUnitsAmountUnitsAmountUnitsAmountUnitsAmountSharesAmount
Balance at January 1, 201850 $5,000 30 $3,000 65,036,780 $65,037 5,045,215 $5,045 8,159,775 $8,160 39,317 $39 — $— $17,995 $951 $(8,062)$92,165 
Balance at Issuance of Class C units— — — — — — — — — — 78,636 79 — — — — — 79 
Balance at Distributions to members— — — — — — — — — — — — — — — — (1,456)(1,456)
Balance at Dividends on Series A preferred stock— — — — — — — — — — — — — — — — (45)(45)
Balance at Dividends on Series B preferred stock— — — — — — — — — — — — — — — — (180)(180)
Balance at Redemption of Series A Redeemable Preferred Stock— — (20)(2,000)— — — — — — — — — — — — — (2,000)
Balance at Issuance of Series B Redeemable Preferred Stock10 1,000 — — — — — — — — — — — — — — — — 
Balance at Other comprehensive loss— — — — — — — — — — — — — — — (2,954)— (2,954)
Balance at Net income— — — — — — — — — — — — — — — — 19,522 19,522 
Balance at December 31, 201860 $6,000 10 $1,000 65,036,780 $65,037 5,045,215 $5,045 8,159,775 $8,160 117,953 $118 — $— $17,995 $(2,003)$9,779 $105,131 
Balance at Cumulative effect of adopting ASC Topic 606— — — — — — — — — — — — — — — — 695 695 
Balance at Issuance of Class C units— — — — — — — — — — 78,635 78 — — — — — 78 
Balance at Distributions to members— — — — — — — — — — — — — — — — (1,144)(1,144)
Balance at Dividends on Series A preferred stock— — — — — — — — — — — — — — — — (43)(43)
Balance at Dividends on Series B preferred stock— — — — — — — — — — — — — — — — (211)(211)
Balance at Redemption of Series A Redeemable Preferred Stock— — (10)(1,000)— — — — — — — — — — — — — (1,000)
Balance at Redemption of Series B Redeemable Preferred Stock(9)(900)— — — — — — — — — — — — — — — 
Balance at Other comprehensive income— — — — — — — — — — — — — — — 6,824 — 6,824 
Balance at Net income— — — — — — — — — — — — — — — — 31,285 31,285 
Balance at December 31, 201951 $5,100 $65,036,780 $65,037 5,045,215 $5,045 8,159,775 $8,160 196,588 $196 $$17,995 $4,821 $40,361 $141,615 
Redeemable Preferred StockMembers' EquityAccumulated Other Comprehensive Income (Loss)
Preferred StockClass A - Non VotingClass B - VotingClass B - Non VotingClass C - Non VotingCommon StockAdditional Paid in CapitalRetained Earnings (Deficit)Total Stockholders' Equity
SharesAmountSharesAmountUnitsAmountUnitsAmountUnitsAmountUnitsAmountSharesAmount
Balance at January 1, 201960 $6,000 10 $1,000 65,036,780 $65,037 5,045,215 $5,045 8,159,775 $8,160 117,953 $118 — $— $17,995 $(3,483)$11,259 $105,131 
Cumulative effect of adopting ASC topic 606— — — — — — — — — — — — — — — — 695 695 
Issuance of Class C units— — — — — — — — — — 78,635 78 — — — — — 78 
Distributions to members— — — — — — — — — — — — — — — — (1,144)(1,144)
Dividends on Series A preferred stock— — — — — — — — — — — — — — — — (43)(43)
Dividends on Series B preferred stock— — — — — — — — — — — — — — — — (211)(211)
Redemption of Series A Redeemable Preferred Stock— — (10)(1,000)— — — — — — — — — — — — — (1,000)
Issuance of Series B Redeemable Preferred Stock(9)(900)— — — — — — — — — — — — — — — — 
Other comprehensive loss— — — — — — — — — — — — — — — 9,983 — 9,983 
Net income— — — — — — — — — — — — — — — — 28,126 28,126 
Balance at December 31, 201951 $5,100 — $— 65,036,780 $65,037 5,045,215 $5,045 8,159,775 $8,160 196,588 $196 — $— $17,995 $6,500 $38,682 $141,615 
Issuance of Class C units— — — — — — — — — — 196,587 197 — — — — — 197 
Distributions to members— — — — — — — — — — — — — — (1,776)— (18,043)(19,819)
Dividends on Series B preferred stock— — — — — — — — — — — — — — — — (128)(128)
Redemption of Series B redeemable preferred stock(51)(5,100)— — — — — — — — — — — — — — — — 
Corporate recapitalization— — — — (65,036,780)(65,037)(5,045,215)(5,045)(8,159,775)(8,160)(393,175)(393)37,386,394 374 78,261 — — — 
Issuance of common shares for acquisition of Compstar— — — — — — — — — — — — 6,613,606 66 99,138 — — 99,204 
Proceeds from common stock sold in initial public offering, net of offering costs— — — — — — — — — — — — 7,142,857 71 93,068 — — 93,139 
Common stock issuances pursuant to equity compensation awards— — — — — — — — — — — — 5,925 — (82)— — (82)
Stock compensation expense— — — — — — — — — — — — — 506 — — 506 
Other comprehensive income— — — — — — — — — — — — — — — 6,926 — 6,926 
Net income— — — — — — — — — — — — — — — — 88,549 88,549 
Balance at December 31, 2020— $— — $— — $— — $— — $— — $— 51,148,782 $511 $287,110 $13,426 $109,060 $410,107 

See accompanying notes to the consolidated and combined financial statements.
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Members' Equity
Redeemable Preferred StockPreferred StockClass A - Non VotingClass B - VotingClass B - Non VotingClass C - Non VotingCommon StockAdditional Paid in CapitalAccumulated Other Comprehensive Income (Loss)Retained Earnings (Deficit)Total Stockholders' Equity
SharesAmountSharesAmountUnitsAmountUnitsAmountUnitsAmountUnitsAmountSharesAmount
Issuance of Class C units— — — — — — — — — — 196,587 197 — — — — — 197 
Distributions to members— — — — — — — — — — — — — — (1,776)— (18,043)(19,819)
Dividends on Series B preferred stock— — — — — — — — — — — — — — — — (128)(128)
Redemption of Series B redeemable preferred stock(51)(5,100)— — — — — — — — — — — — — — — — 
Corporate recapitalization— — — — (65,036,780)(65,037)(5,045,215)(5,045)(8,159,775)(8,160)(393,175)(393)37,386,394 374 78,261 — — 
Issuance of common shares for acquisition of Compstar— — — — — — — — — — — — 6,613,606 66 99,138 — — 99,204 
Proceeds from common stock sold in initial public offering, net of offering costs— — — — — — — — — — — — 7,142,857 71 93,068 — — 93,139 
Common stock issuances pursuant to equity compensation awards— — — — — — — — — — — — 5,925 — (82)— — (82)
Stock compensation expense— — — — — — — — — — — — — — 506 — — 506 
Other comprehensive income— — — — — — — — — — — — — — — 4,706 — 4,706 
Net income— — — — — — — — — — — — — — — — 90,769 90,769 
Balance at December 31, 2020$— $— $$$$51,148,782 $511 $287,110 $9,527 $112,959 $410,107 
Common StockAdditional Paid in CapitalAccumulated Other Comprehensive Income (Loss)Retained Earnings (Deficit)Total Stockholders' Equity
SharesAmount
Balance at December 31, 202051,148,782 $511 $287,110 $13,426 $109,060 $410,107 
Stock compensation expense— — 1,522 — — 1,522 
Common stock issuances pursuant to equity compensation awards28,105 (94)— — (93)
Proceeds from short swing rule— — 85 — — 85 
Other comprehensive income— — — (9,042)— (9,042)
Net income— — — — 19,330 19,330 
Balance at December 31, 202151,176,887 $512 $288,623 $4,384 $128,390 $421,909 

See accompanying notes to the consolidated and combined financial statements.
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Trean Insurance Group, Inc. and Subsidiaries
Consolidated and Combined Statements of Cash Flows
(in thousands)
 Year Ended December 31, Year Ended December 31,
202020192018202120202019
Operating activitiesOperating activitiesOperating activities
Net incomeNet income$90,769 $31,285 $19,522 Net income$19,330 $88,549 $28,126 
Adjustments to reconcile net income to net cash from operating activities:Adjustments to reconcile net income to net cash from operating activities:Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortizationDepreciation and amortization3,485 876 497 Depreciation and amortization6,833 3,485 876 
Stock compensationStock compensation506 Stock compensation1,522 506 — 
Net capital (gains) losses on investments(5,155)(76)225 
Net gains on investmentsNet gains on investments(49)(5,155)(76)
Unrealized (gain) loss on embedded derivativesUnrealized (gain) loss on embedded derivatives(4,666)2,810 3,999 
Forgiveness of PPP loanForgiveness of PPP loan(325)Forgiveness of PPP loan— (325)— 
Deferred offering costsDeferred offering costs(411)Deferred offering costs— — (411)
Gain on bargain purchase of subsidiaryGain on bargain purchase of subsidiary(634)Gain on bargain purchase of subsidiary— — (634)
Loss on disposal of subsidiaryLoss on disposal of subsidiary34 Loss on disposal of subsidiary— — 34 
Net realized losses on sale of building619 
Gain on revaluation of Compstar investmentGain on revaluation of Compstar investment(69,846)Gain on revaluation of Compstar investment— (69,846)— 
Bond amortization and accretionBond amortization and accretion1,915 1,713 1,957 Bond amortization and accretion2,297 1,915 1,713 
Issuance of member units as compensationIssuance of member units as compensation197 78 79 Issuance of member units as compensation— 197 78 
Equity losses (earnings) in affiliates, net of taxEquity losses (earnings) in affiliates, net of tax(2,333)(3,558)1,082 Equity losses (earnings) in affiliates, net of tax— (2,333)(3,558)
Distributions from equity method investmentsDistributions from equity method investments2,953 5,489 2,852 Distributions from equity method investments— 2,953 5,489 
Deferred income taxesDeferred income taxes(445)(1,118)(71)Deferred income taxes(2,405)(1,035)(1,958)
Deferred financing costsDeferred financing costs132 101 76 Deferred financing costs168 132 101 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Accrued investment incomeAccrued investment income17 (56)567 Accrued investment income114 17 (56)
Premiums and other receivablesPremiums and other receivables(18,499)(4,777)(13,862)Premiums and other receivables(31,921)(18,499)(4,777)
Reinsurance recoverable on paid and unpaid lossesReinsurance recoverable on paid and unpaid losses(30,805)(49,829)(50,776)Reinsurance recoverable on paid and unpaid losses(34,028)(30,805)(49,829)
Prepaid reinsurance premiumsPrepaid reinsurance premiums(26,963)(13,323)(10,881)Prepaid reinsurance premiums(21,441)(26,963)(13,323)
Right of use assetRight of use asset(5,121)— — Right of use asset1,942 (5,121)— 
Other assetsOther assets4,459 631 (769)Other assets(13,776)4,459 631 
Unpaid loss and loss adjustment expensesUnpaid loss and loss adjustment expenses42,985 59,874 62,744 Unpaid loss and loss adjustment expenses86,503 42,985 59,874 
Unearned premiumsUnearned premiums50,367 12,712 16,450 Unearned premiums61,953 50,367 12,712 
Funds held under reinsurance agreementsFunds held under reinsurance agreements7,861 2,631 35,826 Funds held under reinsurance agreements43,062 7,861 2,631 
Reinsurance premiums payableReinsurance premiums payable3,449 12,448 4,899 Reinsurance premiums payable(11,939)3,449 12,448 
Accounts payable and accrued expensesAccounts payable and accrued expenses(2,976)(639)3,647 Accounts payable and accrued expenses(7,951)(2,976)(639)
Lease liabilityLease liability5,371 — — Lease liability(2,051)5,371 — 
Income taxes payableIncome taxes payable(1,986)(1,278)583 Income taxes payable862 (1,986)(1,278)
Net cash provided by operating activitiesNet cash provided by operating activities50,012 52,173 75,266 Net cash provided by operating activities94,359 50,012 52,173 
Investing activitiesInvesting activitiesInvesting activities
Payments for capital expendituresPayments for capital expenditures(807)(633)(3,218)Payments for capital expenditures(346)(807)(633)
Proceeds from sale of property and equipment2,296 
Proceeds from sale of equity method investmentProceeds from sale of equity method investment3,000 Proceeds from sale of equity method investment232 3,000 — 
Return of capital on equity method investmentReturn of capital on equity method investment115 Return of capital on equity method investment— 115 — 
Purchase of investments, available for salePurchase of investments, available for sale(129,233)(89,171)(124,571)Purchase of investments, available for sale(197,041)(129,233)(89,171)
Proceeds from investments sold, matured or repaidProceeds from investments sold, matured or repaid105,322 71,357 65,518 Proceeds from investments sold, matured or repaid80,794 105,322 71,357 
Purchase of investments, equity method(17,798)
Acquisition of subsidiary, net of cash receivedAcquisition of subsidiary, net of cash received(10,534)(5,496)(786)Acquisition of subsidiary, net of cash received(3,795)(10,534)(5,496)
Cash received in the acquisition of CompstarCash received in the acquisition of Compstar11,891 Cash received in the acquisition of Compstar— 11,891 — 
Net cash used in investing activitiesNet cash used in investing activities(20,246)(23,943)(78,559)Net cash used in investing activities(120,156)(20,246)(23,943)
Financing activitiesFinancing activitiesFinancing activities
Shares redeemed for payroll taxesShares redeemed for payroll taxes(82)Shares redeemed for payroll taxes(94)(82)— 
Proceeds from initial public offeringProceeds from initial public offering99,643 Proceeds from initial public offering— 99,643 — 
Deferred offering costsDeferred offering costs(5,839)Deferred offering costs— (5,839)— 
Proceeds from credit agreementProceeds from credit agreement32,453 26,994 Proceeds from credit agreement— 32,453 — 
Principal payments on debtPrincipal payments on debt(49,728)(4,832)(10,031)Principal payments on debt(1,444)(49,728)(4,832)
Proceeds from issuance of preferred shares1,000 
Proceeds from short swing ruleProceeds from short swing rule85 — — 
Buyback of preferred sharesBuyback of preferred shares(5,100)(1,900)(2,000)Buyback of preferred shares— (5,100)(1,900)
Distribution to membersDistribution to members(19,819)(1,144)(1,456)Distribution to members— (19,819)(1,144)
Dividends paid on preferred stockDividends paid on preferred stock(128)(249)(225)Dividends paid on preferred stock— (128)(249)
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities51,400 (8,125)14,282 Net cash provided by (used in) financing activities(1,453)51,400 (8,125)
Net increase in cash, cash equivalents and restricted cash81,166 20,105 10,989 
Net increase (decrease) in cash, cash equivalents and restricted cashNet increase (decrease) in cash, cash equivalents and restricted cash(27,250)81,166 20,105 
Cash, cash equivalents and restricted cash ‑ beginning of periodCash, cash equivalents and restricted cash ‑ beginning of period76,068 55,963 44,974 Cash, cash equivalents and restricted cash ‑ beginning of period157,234 76,068 55,963 
Cash, cash equivalents and restricted cash ‑ end of periodCash, cash equivalents and restricted cash ‑ end of period$157,234 $76,068 $55,963 Cash, cash equivalents and restricted cash ‑ end of period$129,984 $157,234 $76,068 

See accompanying notes to the consolidated and combined financial statements.
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December 31,December 31,
Disaggregation of cash and restricted cash:Disaggregation of cash and restricted cash:202020192018Disaggregation of cash and restricted cash:202120202019
Cash and cash equivalentsCash and cash equivalents$153,149 $74,268 $53,574 Cash and cash equivalents$129,577 $153,149 $74,268 
Restricted cashRestricted cash4,085 1,800 2,389 Restricted cash407 4,085 1,800 
Total cash, cash equivalents and restricted cashTotal cash, cash equivalents and restricted cash$157,234 $76,068 $55,963 Total cash, cash equivalents and restricted cash$129,984 $157,234 $76,068 

 Year Ended December 31, Year Ended December 31,
Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:202020192018Supplemental disclosure of cash flow information:202120202019
Cash paid during the year for:Cash paid during the year for:Cash paid during the year for:
InterestInterest$1,790 $2,068 $2,004 Interest$1,517 $1,790 $2,068 
Income taxesIncome taxes9,259 9,137 4,962 Income taxes6,957 9,259 9,137 
Non-cash investing and financing activity:Non-cash investing and financing activity:Non-cash investing and financing activity:
Right-of-use assets obtained in exchange for new operating lease liabilitiesRight-of-use assets obtained in exchange for new operating lease liabilities8,536 — — Right-of-use assets obtained in exchange for new operating lease liabilities338 8,536 — 
Shares issued for the acquisition of subsidiaryShares issued for the acquisition of subsidiary99,204 — — Shares issued for the acquisition of subsidiary— 99,204 — 
Accrued purchases of property and equipmentAccrued purchases of property and equipment132 — — Accrued purchases of property and equipment— 132 — 
Accrued shares subject to mandatory redemption— — 770 
Non-cash transfer of investments to settle funds held for reinsuranceNon-cash transfer of investments to settle funds held for reinsurance13,562 — — 
Non-cash transfer of investments to settle amounts held for others in accounts payableNon-cash transfer of investments to settle amounts held for others in accounts payable26,211 — — 
Contingent consideration for the acquisition of subsidiaryContingent consideration for the acquisition of subsidiary1,500 — — 
Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leasesOperating cash flows from operating leases2,101 — — Operating cash flows from operating leases2,501 2,101 — 

See accompanying notes to the consolidated and combined financial statements.
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Notes to the Consolidated and Combined Financial Statements

Note 1. Business and Basis of Presentation
In July 2020, Trean Insurance Group, Inc. (together with its wholly owned subsidiaries, the Company) completed its initial public offering (IPO)("IPO") of common stock. Prior to the completion of the IPO, the Company effected the following reorganization transactions: (i) each of Trean Holdings LLC (Trean)("Trean"), an insurance services company, and BIC Holdings LLC (BIC)("BIC"), a property and casualty insurance holding company, contributed all of their respective assets and liabilities to Trean Insurance Group, Inc., a newly formed direct subsidiary of BIC, in exchange for shares of common stock in Trean Insurance Group, Inc.; and (ii) upon the completion of the transfers by Trean and BIC, Trean and BIC were dissolved and distributed in-kind common shares to the pre-IPO unitholders.

For the purpose of financial statement disclosures, references to the consolidated financial statements for all post-IPO periods include the accounts of Trean Insurance Group, Inc., along with its wholly owned subsidiaries, after elimination of intercompany accounts and transactions. References to the consolidated financial statements for all pre-IPO periods include the combined financial statements of BIC and Trean, along with their wholly owned subsidiaries, after elimination of intercompany accounts and transactions.

The Company provides products and services to the specialty insurance market. Historically, the Company has focused on specialty casualty markets that are believed to be under served and where the Company’s expertise allows the Company to achieve higher rates, such as niche workers' compensation markets and small- to medium-sized specialty casualty insurance programs. The Company underwrites specialty-casualty insurance products both through programs, where the Company partners with other organizations (Program Partners), and also through the Company’s own managing general agencies (Owned MGAs). The Company also provides Program Partners with a variety of services, including issuing carrier services, claims administration, and reinsurance brokerage from which the Company generates fee-based revenues.

The Company's wholly owned subsidiaries include (a) Benchmark Holding Company, a property and casualty insurance holding company, which owns Benchmark Insurance Company (Benchmark)("Benchmark"), a property and casualty insurance company domiciled in the state of Kansas, American Liberty Insurance Company (ALIC)("ALIC"), a property and casualty insurance company domiciled in the state of Utah, and 7710 Insurance Company ("7710"), a property and casualty insurance company domiciled in the state of South Carolina;Carolina and Benchmark Specialty Insurance Company ("BSIC"), a property and casualty insurance company domiciled in the state of Arkansas; (b) Trean Compstar Holdings, LLC, a limited liability company created originally for the purchase of Compstar Insurance Services LLC, a California-based general agency; and (c) Trean Corporation (Trean Corp)("Trean Corp"), a reinsurance intermediary manager and a managing general agent, which consists of the following wholly owned subsidiaries: Trean Reinsurance Services, LLC (TRS)("TRS"), a reinsurance intermediary broker; Benchmark Administrators LLC (BIC Admin)("BIC Admin"), a claims third-party administrator; Western Integrated Care, LLC ("WIC"), a managed care organization; and Westcap Insurance Services, LLC (Westcap)("Westcap"), a managing general agent based in California.

The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP)("GAAP") and with the instructions to Form 10-K under the Securities Exchange Act of 1934. All dollar amounts are shown in thousands, except share and per share amounts.

During the second quarter of 2021, the Company determined that its funds held agreements with reinsurers contain embedded derivatives relating to a total return swap on the underlying investments. As a result, the Company has revised the presentation of its financial results to report the change in fair value of the embedded derivatives in gains (losses) on embedded derivatives in the consolidated and combined statements of operations. In addition, investment earnings credited to the funds withheld accounts are reported in gains (losses) on embedded derivatives in the consolidated and combined statements of operations, whereas previously these were reported as an offset to net investment income. While the prior period amounts have been corrected for comparability, the correction was not material to the previously reported consolidated and combined financial statements. The impact of the prior period corrections on the consolidated balance sheet and the related components of stockholders' equity was as follows:

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December 31, 2020December 31, 2019
Previously reportedAdjustmentAs adjustedPreviously reportedAdjustmentAs adjusted
Retained earnings$112,959 $(3,899)$109,060 $40,361 $(1,679)$38,682 
Accumulated other comprehensive income9,527 3,899 13,426 4,821 1,679 6,500 
December 31, 2018
Previously reportedAdjustmentAs adjusted
Retained earnings$9,779 $1,480 $11,259 
Accumulated other comprehensive income(2,003)(1,480)(3,483)

The impact of the prior period corrections on the consolidated statements of operations and other comprehensive income is as follows:

Year Ended December 31, 2020
Previously reportedAdjustmentAs adjusted
Net investment income$8,324 $3,345 $11,669 
Total revenue202,106 3,345 205,451 
Gains (losses) on embedded derivatives— (6,155)(6,155)
Income before taxes95,261 (2,810)92,451 
Income tax expense6,825 (590)6,235 
Net income$90,769 $(2,220)$88,549 
Earnings per share:
Basic$2.08 $(0.06)$2.02 
Diluted$2.07 $(0.05)$2.02 
Other comprehensive income, net of tax
Unrealized investment gains:
Unrealized investment gains arising during the period$6,218 $2,810 $9,028 
Income tax expense1,313 590 1,903 
Unrealized investment gains, net of tax4,905 2,220 7,125 
Other comprehensive income$4,706 $2,220 $6,926 


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Year Ended December 31, 2019
Previously reportedAdjustmentAs adjusted
Net investment income$6,245 $3,322 $9,567 
Total revenue102,515 3,322 105,837 
Gains (losses) on embedded derivatives— (7,321)(7,321)
Income before taxes34,801 (3,999)30,802 
Income tax expense7,074 (840)6,234 
Net income$31,285 $(3,159)$28,126 
Earnings per share:
Basic$0.84 $(0.09)$0.75 
Diluted$0.84 $(0.09)$0.75 
Other comprehensive income, net of tax
Unrealized investment gains:
Unrealized investment gains arising during the period$8,708 $3,999 $12,707 
Income tax expense1,831 840 2,671 
Unrealized investment gains, net of tax6,877 3,159 10,036 
Other comprehensive income$6,824 $3,159 $9,983 

The correction of the prior period amounts had no impact on total operating, investing, and financing activities as presented on the Company’s consolidated statements of cash flows during the years ended December 31, 2020 and 2019. In conjunction with the correction of the prior period amounts, the fair value leveling table as of December 31, 2020 in Note 4 was corrected from $174,704, which represented the total funds withheld under reinsurance agreements liability, to $4,937, which relates only to the fair value of the embedded derivative. The net investment income table in Note 5 was corrected to incorporate the income from funds held investments of $3,345 and $3,322 for the years ended December 31, 2020 and 2019, respectively. Note 14 has been corrected to reflect the changes to income tax expense described above; the rates in the effective tax rate table in Note 14 were corrected from 7.2% to 6.7% for the year ended December 31, 2020 and from 20.3% to 20.2% for the year ended December 31, 2019. Note 20 has been corrected to reflect the changes to other comprehensive income described above.

Use of estimates

While preparing the consolidated financial statements, the Company has made certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Reported amounts that require extensive use of estimates include the reserves for unpaid losses and loss adjustment expenses (LAE)("LAE"), reinsurance recoverables, investments, goodwill and intangible assets. Except for the captions on the consolidated balance sheets and consolidated and combined statements of comprehensive income, generally, the term loss(es) is used to collectively refer to both losses and LAE.

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Accounting pronouncements

Recently adopted policies

In March 2020, the Financial Accounting Standards Board (FASB)("FASB") issued Accounting Standards Update (ASU)("ASU") No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU
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2020-04). This update provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This standard is effective for the period between March 12, 2020 and December 31, 2022. The adoption of this standard did not have a material impact on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). This update modifies the existing requirements on fair value measurements in Topic 820 by changing the disclosure requirements regarding Level 1, Level 2 and Level 3 investments. The Company adopted this standard effective January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the consolidated financial statements.

In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10). The amendments in this ASU provide clarification on certain aspects related to the guidance issued in ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The areas for correction or improvement include (1) equity securities without a readily determinable fair value - discontinuation; (2) equity securities without a readily determinable fair value - adjustments; (3) forward contracts and purchased options; (4) presentation requirements for certain fair value option liabilities; (5) fair value option liabilities denominated in a foreign currency; and (6) transition guidance for equity securities without a readily determinable fair value. The Company adopted this standard effective January 1, 2019 on a prospective basis. The adoption of this standard did not have a material impact on the consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This update clarifies the definition of a business when evaluating whether transactions should be accounted for as an acquisition (or disposal) of a business or assets. The Company adopted this standard effective January 1, 2019. The adoption of this standard did not have a material impact on the consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). This update simplifies the manner in which an entity is required to test goodwill for impairment. ASU 2017-04 is effective for annual periods beginning after December 15, 2021, including interim periods thereafter, with early adoption permitted. The Company has elected to early adopt this standard effective January 1, 2020. Adoption of this standard did not have a material impact on the consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842) (ASU 2016-02), which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets, initially measured at the present value of lease payments. Management adopted this standard effective January 1, 2020 under the modified retrospective approach. Adoption of this standard resulted in the Company recognizing initial right-of-use assets of $5,946 and initial lease liabilities of $5,946 and did not result in a cumulative effect adjustment on retained earnings. The adoption of this standard did not have a material impact on the consolidated statements of operations or consolidated statements of cash flows.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). This update substantially revises standards for the recognition, measurement and presentation of financial instruments. This standard revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. This requires the change in the value of equity securities to be reflected within the Company’s net income. The standard also amends certain disclosure requirements associated with the fair value of financial instruments. The Company adopted this standard effective January 1, 2019. The adoption of this standard did not have a material impact on the consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) of the Accounting Standards Codification (ASC). Insurance contracts are excluded from the scope of this guidance. The core principle of ASC Topic 606 is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The Company adopted this standard effective January 1, 2019 using the modified retrospective approach to all contracts. The cumulative effect of adopting the standard resulted in an increase to the opening balance of retained earnings of $695, with offsetting changes to other assets and deferred tax asset. The cumulative effect adjustment recorded to other assets is related to the recording of brokerage revenue. Under ASC Topic 606, the Company is required to estimate the full contractual revenues at contract inception, subject to a constraint, which
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resulted in accelerated revenue recognition versus the previous revenue recognition patterns. The 2018 comparative period information was not restated and will continue to be reported under the legacy accounting standards that were in effect for those periods.

The impact of adopting ASC Topic 606 on the Company’s consolidated statement of operations is summarized as follows:

Year Ended December 31, 2019
Legacy GAAPASC Topic 606 ImpactAs Reported
Other revenue$8,925 $200 $9,125 
Total revenue102,315 200 102,515 
Income before taxes34,601 200 34,801 
Income tax expense7,028 46 7,074 
Net income$31,131 $154 $31,285 


The impact of adopting ASC Topic 606 on the Company's consolidated balance sheet is summarized as follows:

December 31, 2019
Legacy GAAPASC Topic 606 ImpactAs Reported
Assets
Deferred tax asset$1,621 $(254)$1,367 
Other assets2,020 1,103 3,123 
Members' Equity
Retained earnings$39,512 $849 $40,361 


The impact on the Company’s consolidated balance sheet as of January 1, 2019 related to the adoption of ASC Topic 606 using the modified retrospective approach as discussed above is as follows:

Adjustments
December 31, 2018ASC Topic 606January 1, 2019
Assets
Deferred tax asset$1,823 $(208)$1,615 
Other assets1,963 903 2,866 
Members' Equity
Retained earnings$9,779 $695 $10,474 


In November 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-18, Restricted Cash, which amended Statement of Cash Flows (Topic 230) of the Accounting Standards Codification. ASC Topic 230 requires amounts generally described as restricted cash and restricted cash equivalents to be included within cash and cash equivalents in the consolidated statement of cash flows. During 2018, the Company elected to adopt this standard effective January 1, 2018. The adoption did not have a material effect on the consolidated financial statements.

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In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, Topic 220 (ASU 2018-02), which amends ASC Topic 220 and ASC Topic 740 by addressing the amounts included within Accumulated Other Comprehensive Income ("AOCI") which may result from the enactment of the 2017 Tax Act. Though AOCI is presented on a net-of-tax basis, ASC Topic 740 requires that the effects of new tax laws on items in AOCI be recognized without a corresponding adjustment to AOCI and instead recorded in income tax expense. ASU 2018-02 permits amounts included within AOCI specifically resulting from the 2017 Tax Act to be removed from AOCI and reclassified to retained earnings. During 2018, the Company elected to adopt this standard effective January 1, 2018. The adoption did not have a material effect on the consolidated financial statements.

Pending policies

The Company completed its IPO in July 2020, and is an emerging growth company as defined under federal securities laws. As such, the Company has elected to adopt pending accounting policies under the dates required for private companies. Therefore, the dates included within this section reflect the effective dates for the adoption of new accounting policies required by private companies.

In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments (ASU 2020-03). This update represents changes to clarify and improve the codification to allow for easier application by eliminating inconsistencies and providing clarification on items such as (i) the application of fair value option disclosures; (ii) the accounting for fees related to modifications of debt; and (iii) aligning the contractual term of a net investment in a lease in accordance with ASC Topic 326, Financial Instruments - Credit Losses, and the lease term determined in accordance with ASC Topic 842, Leases. Certain issues addressed in this update areThe Company adopted items (i) and (ii) effective for annual periods beginning after December 15,January 1, 2020 and others are effective for annual periods beginning after December 15, 2022. The Company will adopt each standard upon their respective effective dates of January 1, 2021 anditem (iii) on January 1, 2023. Adoption of this standard has not had, and is not expected to have, a material impact on the consolidated financial statements.

In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323 and Topic 815 (ASU 2020-01). This update addresses the accounting for certain equity securities upon the application or discontinuation of the equity method of accounting. Further, the update addresses scope considerations for forward contracts and purchased options on certain securities. ASU 2020-01 is effective for annual periods beginning after December 15, 2021, including interim periods thereafter. The Company will adopt this standard effective January 1, 2022. Adoption of this standard is not expected to have a material impact on the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (ASU 2016-13). This update requires financial assets measured at amortized cost to be presented at the net amount expected to be collected by means of an allowance for credit losses that runs through net income. Additionally, credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses, with the amount of the allowance limited to the amount by which the fair value is below the amortized cost. ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. The Company will adopt this standard effective January 1, 2023. The Company is currently evaluating the impact of this standard on the consolidated financial statements.

In October 2021, the FASB issued ASU No 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08). This update requires contract assets and contract liabilities acquired in a business combination to be recognized and measured at the acquisition date in accordance with Accounting Standards Codification ("ASC") Topic 606 as if the acquirer had originated the contracts. ASU 2021-08 is effective for annual periods beginning after December 15, 2023, including interim periods within those fiscal years. The Company will adopt this standard effective January 1, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.


Note 2. Significant Accounting Policies

Cash and cash equivalents: Cash and cash equivalents consist of all cash accounts, money market investments, and investments with maturities, at the time of acquisition, of 90 days or less. These amounts are carried at cost, which
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approximates fair value. Although the Company maintains its cash accounts in a limited number of commercial banks, management of the Company believes it is not exposed to any significant credit risk on cash and short-term investments.

Restricted cash of $4,085$407 and $1,800$4,085 represents fiduciary funds held for other companies as of December 31, 20202021 and 2019,2020, respectively. There is a corresponding obligation to the other companies included in accounts payable and accrued expenses as of December 31, 20202021 and 20192020 (Note 11).

Investments: Investment securities, consisting of fixed maturities, are classified as available-for-sale and reported at fair value. The change in unrealized gain and loss on fixed maturity investments is recorded as a component of accumulated other comprehensive income in the consolidated balance sheets, net of the related deferred tax effect, until realized. The change in
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unrealized gain and loss on equity securities is recorded as a component of net income and is included in net investment income on the consolidated statements of operations. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis and included in net realized capital gains (losses) on the consolidated statement of operations on the trade date. The Company amortizes any premium or discount on fixed maturities over the remaining maturity period of the related securities and reports the amortization in net investment income. Dividend and interest income is recognized when earned.

The Company regularly reviews its investment portfolio to determine if other-than-temporary impairment exists for any debt securities. An investment is impaired when the fair value of the investment declines to an amount less than the cost or amortized cost of that investment. As part of the assessment process, the Company determines whether the impairment is temporary or other-than-temporary. The assessment is based on both quantitative criteria and qualitative information, considering a number of factors including, but not limited to: how long the security has been impaired; the amount of the impairment; or whether management intends to sell the debt security or it is more likely than not that management will have to sell the security before recovery of the amortized cost; the financial condition and near-term prospects of the issuer; whether the issuer is current on contractually-obligated interest and principal payments; key corporate events pertaining to the issuer and whether the market decline was affected by macroeconomic conditions.

If a debt security is impaired and management intends to sell the security or it is more likely than not that the Company will have to sell the security before the amortized cost is recovered, then the Company recognizes impairment loss in net realized capital gains (losses). If it is determined that an impairment of a debt security is other-than-temporary and management neither intends to sell the security nor is it more likely than not that the Company will have to sell the security before it is able to recover its cost or amortized cost, then the Company separates the impairment into (a) the amount of impairment related to credit loss and (b) the amount of impairment related to all other factors. The Company records the amount of the impairment related to the credit loss as an impairment charge in net income and the amount of the impairment related to all other factors in accumulated other comprehensive income. NaNNo other-than-temporary impairment was recorded for the years ended December 31, 2021, 2020 2019 and 2018.2019.

A large portion of the Company’s investment portfolio consists of fixed maturities which may be adversely affected by changes in interest rates as a result of governmental monetary policies, domestic and international economic and political conditions and other factors beyond the Company’s control.

Equity method investments: Certain investments where the Company does not have control but has the ability to exercise significant influence are accounted for by the equity method of accounting. Under this method, the Company's investments in certain limited liability companies are recorded at cost and the investment accounts are adjusted for the Company's share of the entities' income or loss and for the distributions and contributions. The income and losses are recorded within equity earnings (losses) in affiliates, net of tax on the consolidated statements of operations.

Premium revenue: Premiums are earned over the policy period and are stated after deduction for reinsurance. The portion of premiums that will be earned in the future is deferred and reported as unearned premiums on the consolidated balance sheets.

Revenue from contracts with customers: Other revenue recorded by the Company includes brokerage, third-party administrative (TPA)("TPA"), management and consulting fees. The Company incurs certain costs associated with obtaining contracts with customers. Such contracts are one-year contracts and the amortization periods are one year or less. The Company has elected, as a practical expedient, to expense these contract costs as incurred.

Brokerage revenue includes the fees earned on excess of loss (XOL)("XOL") and quota share reinsurance treaties. Billings for brokerage revenues generally occur monthly. Revenue for reinsurance treaties consists of a single performance obligation
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whereas the total amount of consideration expected to be received is recorded on the effective date of the underlying contract. For XOL treaties, revenue is estimated based on the contractually specified minimum or deposit premiums. For quota share treaties, revenue is estimated based on the projected premium income provided by the ceding insurer. Brokerage fees are received based on the performance of the specified terms of the reinsurance treaty and thus, are considered variable consideration. Therefore, revenue is estimated and constrained to the extent it is probable a significant reversal of revenue will not occur, using the expected value method. Adjustments to revenue are recorded as additional evidence is received for the ultimate amount of brokerage earned under the contract.

The Company acts as a third-party claims administrator and earns TPA fees for providing such services. The fee structures vary based on the specific contract and can be dependent upon a number of factors which typically include agreed-upon fee rates, the total amount of premium written or collected under the agreement and the total time and expense incurred for
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processing claims. Billings for TPA fees occur on a monthly basis. TPA services consist of a single performance obligation which is recognized over time as claims are processed throughout the contract period. The volume of claims varies throughout the contract period and, therefore, the Company has elected to record revenue in an amount that reflects the total fees that the Company has a right to invoice for during the period.

The Company acts as a managing general agent (MGA)("MGA") to provide certain administrative and underwriting services. The consideration received varies based on certain factors including the contractual MGA rate and the total amount of premium written or collected under the contract. Billings for management fees occur on a monthly basis. Management fees consist of a single performance obligation that are recognized by the Company over time as services are provided. The volume of premium written or collected for a single contract varies throughout the contract period and, therefore, the Company has elected to record revenue in an amount that reflects the total fees that the Company has a right to invoice for during the period.

The Company provides consulting services for certain reinsurance contracts which includes services such as contract consultation and review. The compensation structure for consulting services is based on fixed periodic payments, generally monthly or quarterly. Consulting services consist of a single performance obligation which is recognized over the term of the consulting agreement.

Deferred financing costs: Deferred financing costs are amortized as interest expense over the term of the underlying debt agreement by use of the effective interest method. Unamortized deferred financing costs are recorded as a reduction to long-term debt on the consolidated balance sheets.

Premiums and other receivables: Premiums receivable are uncollateralized customer obligations due under normal terms requiring payment by the policy due date. Amounts outstanding that are deemed uncollectible are written off. When payments are received on amounts previously written off, the total premiums written off is reduced in the period in which the payment is received. Advanced premiums are recognized when payment is received prior to the beginning coverage date and are included within unearned premiums on the consolidated balance sheets.

Premiums and other receivables consist of the following:

December 31,December 31,
2020201920212020
Premiums receivablePremiums receivable$106,708 $61,774 Premiums receivable$133,200 $106,708 
Trade receivablesTrade receivables2,824 1,053 Trade receivables9,511 2,824 
Notes receivableNotes receivable51 23 Notes receivable12 51 
Total premiums and other receivablesTotal premiums and other receivables109,583 62,850 Total premiums and other receivables142,723 109,583 
Less: Allowance for doubtful accountsLess: Allowance for doubtful accounts(366)(390)Less: Allowance for doubtful accounts(803)(366)
Net premiums and other receivablesNet premiums and other receivables$109,217 $62,460 Net premiums and other receivables$141,920 $109,217 


DuringThe company recovered $177 of previously written off receivables during the year ended December 31, 2021 and wrote off $26 and $1,817 to bad debt during the years ended December 31, 2020 2019 and 2018, the Company wrote off $26, $1,817 and $338 to bad debt,2019, respectively. Bad debt expense is included within general and administrative expenses in the consolidated statements of operations.

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Deferred policy acquisition costs: The Company incurs policy acquisition costs that vary with and are directly related to the production of new and renewal business. These costs consist of underwriting costs, net commissions (including ceding commissions) paid to agents, program managers and reinsurers, and premium taxes. Proceeds from reinsurance transactions that represent recovery of acquisition costs reduce applicable unamortized acquisition costs in such a manner that net acquisition costs are capitalized and charged to expense. Amortization of such policy acquisition costs is charged to general and administrative expense in proportion to premium earned over the estimated policy term.

To the extent that unearned premiumpremiums on existing policies are not adequate to cover the sum of expected losses, unamortized acquisition costs and policy maintenance costs, unamortized deferred policy acquisition costs are expensed to eliminate the premium deficiency. If the premium deficiency is greater than the unamortized policy acquisition costs, a liability is recorded. No premium deficiency exists as of December 31, 2020, 2019 and 2018.2021 or 2020.

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Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is based on the estimated useful lives of the various classes of property and equipment and is determined based on the straight-line method. The estimated useful lives of property and equipment range from three to thirty years. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized. The depreciation periods by asset class are as follows:

Asset classDepreciation period
Building and building improvements30 years
Furniture and fixtures7 years
Office equipment5 years
Software and computer equipment3 years


Long-lived assets, such as property and equipment, and purchased intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be impaired, the Company recognizes impairment to the extent that the carrying value exceeds the asset’s fair value. Fair value is determined through various valuation techniques including, but not limited to, discounted cash flow models, quoted market values, and third-party independent appraisals. The Company recorded 0no impairments of property and equipment for the years ended December 31, 2021, 2020 2019 and 2018.2019.

Reserve for unpaid loss and loss adjustment expenses: The liability for unpaid losses and LAE in the consolidated balance sheets represent the Company’s estimated losses incurred that remain unpaid as of the balance sheet date. The liability is recorded on an undiscounted basis.

Reserves for unpaid losses include estimates for both claims that have been reported and those that have been incurred but not reported. The estimated losses are regularly reviewed and adjusted as necessary based on historical experience and as the Company obtains new information.

The consolidated balance sheets include reserves of unpaid losses gross of the amounts related to unpaid losses recoverable from reinsurers. The consolidated statements of operations include the losses net of amounts ceded to reinsurers.

Reinsurance: The Company cedes all, or a portion of, its insurance in order to limit its maximum losses, diversify its exposure and provide statutory surplus relief. Ceding insurance does not relieve the Company of its primary liability to policyholders.

The reinsurance agreements are short-term, prospective contracts, typically 12-months in duration. The Company records an asset, prepaid reinsurance premiums, and a liability, reinsurance premiums payable, for the contract amount when premium is written under the reinsurance agreements. Prepaid reinsurance premiums are amortized in the same manner in which unearned premium is recognized.

The Company earns ceding commissions on certain reinsurance contracts, which reduces operating expenses. Ceding commissions are amortized over the contract period consistent with deferred policy acquisition costs.

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The Company records amounts recoverable from reinsurers on paid losses and estimated amounts recoverable on unpaid losses. The estimate of amounts recoverable on unpaid losses is based on unpaid losses in conjunction with the reinsured policies.

The Company estimates uncollectible amounts receivable from reinsurers based on an assessment of factors including the credit worthiness of the reinsurers and the adequacy of collateral obtained, where applicable. The Company recorded 0no bad debt expense related to reinsurance during the years ended December 31, 2021, 2020 2019 and 2018.2019.

Guaranty funds: State guaranty associations assess insurance companies for the estimated loss resulting from insurers encountering financial difficulty. The Company records these assessments, as well as any return assessments, upon notification of the state guaranty associations. The effect on operations or financial position relating to any estimated losses are not material for the years ended December 31, 2021, 2020 2019 and 2018.2019.

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Income taxes: The Company recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which it is expected to recover or settle those temporary differences. Should a change in tax rates occur, the effect on deferred tax assets and liabilities will be recognized in operations in the period that includes the enactment date.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.

The Company records any income tax penalties and income tax-related interest as income tax expense in the period incurred. The Company did not incur any material tax penalties or income-tax-related interest during the years ended December 31, 2021, 2020 2019 and 2018.2019.

Concentrations of risk: The Company had total gross written premiums of $634,164, $484,249 $411,401 and $357,007$411,401 for the years ended December 31, 2021, 2020 2019 and 2018,2019, respectively, including:

 Year Ended December 31, Year Ended December 31,
202020192018202120202019
CaliforniaCalifornia$203,421 $202,446 $153,611 California$179,426 $203,421 $202,446 
TexasTexas85,154 28,909 *
MichiganMichigan41,830 38,174 37,084 Michigan46,271 41,830 38,174 
Texas28,909 **
FloridaFlorida27,982 **
ArizonaArizona27,950 34,215 28,350 Arizona26,272 27,950 34,215 
GeorgiaGeorgia25,619 12,869 *
AlabamaAlabama17,549 12,946 11,907 Alabama20,991 17,549 12,946 
Mississippi13,307 8,910 7,143 
Georgia12,869 **
PennsylvaniaPennsylvania20,375 10,498 *
TennesseeTennessee12,347 8,065 7,809 Tennessee15,966 12,347 8,065 
Nevada10,760 11,869 9,225 
Pennsylvania10,498 **
LouisianaLouisiana14,124 **
Other geographical areasOther geographical areas104,809 94,776 101,878 Other geographical areas171,984 128,876 115,555 
Total gross written premiumTotal gross written premium$484,249 $411,401 $357,007 Total gross written premium$634,164 $484,249 $411,401 
* The amount for the state is relevant for 20202021 but not in other periods and therefore, was not presented.

As of December 31, 2020,2021, approximately 28%22% and 27%29% of the Company’s investment portfolio was comprised of securities issued in industrial and public utility bonds and mortgage-backed securities, respectively, compared to 36%28% and 21%27% as of December 31, 2019,2020, respectively. All of these securities are investment grade. This portfolio is widely diversified among various issuers and industries and does not depend on the economic stability of one issuer and industry.

As of December 31, 2019, approximately 8% of the Company’s net assets were comprised of the equity method investment in Compstar Holding Company LLC. During fiscal year 2020, the Company purchased the remaining ownership share of Compstar Holding Company LLC and no longer carries its investment under the equity method.

The Company, from time to time, maintains its cash position at banks in excess of federally insured limits. The Company has not experienced any losses on such accounts.

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Goodwill: Goodwill represents the cost to acquire a business over the fair value of the net assets acquired. Goodwill is not amortized but is reviewed for impairment at least annually or more frequently if events occur or circumstances change that would indicate that a triggering event for a potential impairment has occurred. The Company had $140,640$142,347 and $2,822$140,640 of goodwill on the consolidated balance sheets as of December 31, 20202021 and 2019,2020, respectively.

An impairment loss would generally be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit. For the years ended December 31, 2021, 2020 and 2019, and 2018, 0no impairment loss was recorded.

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Intangible assets: Acquired intangible assets include client relationships, customer lists, non-compete agreements and trade names acquired. Intangible assets with a finite life are amortized over the estimated useful life. In valuing these assets, assumptions are made regarding useful lives and projected growth rates and significant judgment is required. The Company periodically reviews identifiable intangibles for impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the carrying amounts of the assets exceed their undiscounted cash flows, an impairment loss is recorded. For the years ended December 31, 2021, 2020 and 2019, and 2018, 0no impairment loss was recorded.

Deferred offering costs: Deferred offering costs are specific incremental costs directly attributable to an offering of securities. The Company defers these costs and will charge them against the gross proceeds of a future offering. The Company had $664 of deferred offering costs as of December 31, 2019 which are included within other assets on the consolidated balance sheets. As of December 31, 2019, $253 of deferred offering costs were unpaid and are included within accounts payable and accrued expenses on the consolidated balance sheets. The Company completed its offering on July 15, 2020 and offset proceeds with $6,503 of deferred offering costs.

Segment reporting: Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker reviews financial information of the Company as a whole for purposes of assessing financial performance and making operating decisions. Accordingly, the Company considers itself to be operating as a single operating and reportable segment.

Note 3. Acquisitions
Western Integrated Care

Effective July 6, 2021, Trean Corp acquired 100% ownership of Western Integrated Care, LLC ("WIC") for a total purchase price of $5,500, which includes $1,500 that is contingent on WIC's future earnings, as defined in the agreement. WIC is a managed care organization that offers services to workers' compensation insurers to enable employees who are injured on the job to access qualified medical treatment. The following table summarizes the consideration paid and the amounts of estimated fair value of the net assets acquired and liabilities assumed at the acquisition date:

Fair value of total consideration transferred$5,500 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents205 
Premiums and other receivables1,025 
Property and equipment, net39 
Right of use asset135 
Goodwill1,707 
Intangible assets, net3,624 
Other assets16 
Accounts payable and accrued expenses(873)
Lease liability(135)
Debt(243)
Net assets acquired$5,500 


The assessment of fair value, the determination of deferred taxes and other payables and receivables are preliminary and are based on the information that was available at the time the consolidated financial statements were prepared. Accordingly, the allocation of purchase price to intangible assets, goodwill, deferred tax assets, and liabilities and other payables and receivables is preliminary and, therefore, subject to adjustment in future periods.

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The Company recorded $1,707 of goodwill associated with the business combination. The goodwill recognized is attributable to the assembled workforce, the expected growth resulting from the acquisition, and synergies gained to assist in reducing operating expenses.

The Company also recorded preliminary intangible assets totaling $3,624, which are comprised of the following:

Useful LifeBalance
Trade name2 years$28 
Non-compete agreements5 years256 
Customer relationships12 years3,340 
Total intangible assets$3,624 

The operating results of WIC have been included in the consolidated financial statements of the Company since July 6, 2021, the date of acquisition, and were immaterial to the consolidated financial statements.

7710 Insurance Company

Effective October 1, 2020, Benchmark Holding Company acquired 100% ownership of 7710 Insurance Company as well as its associated program manager and agency, 7710 Service Company, LLC and Creekwood Insurance Agency, LLC for a purchase price of $12,140. 7710 Insurance Company underwrites workers' compensation primarily for emergency services, including firefighters and emergency medical services (EMS)("EMS"). 7710 Insurance Company focuses on reducing costs and claims through the implementation of a proprietary safety preparedness and loss control program, created and staffed by experienced firefighters and EMS professionals.

The following table summarizes the consideration paid and the amounts of estimated fair value of the net assets acquired and liabilities assumed at the acquisition date:

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Fair value of total consideration transferred$12,140 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Fixed maturities895 
Cash and cash equivalents2,704 
Accrued investment income
Premiums and other receivables2,618 
Reinsurance recoverable5,069 
Prepaid reinsurance premiums920 
Deferred policy acquisition costs466 
Property and equipment22 
Right of use asset196 
Goodwill2,873 
Intangible assets3,299 
Other assets7,435 
Unpaid loss and loss adjustment expenses(8,117)
Unearned premiums(3,831)
Funds held under reinsurance agreements(421)
Accounts payable and accrued expenses(1,112)
Lease liability(220)
Deferred tax liabilities(394)
Debt(269)
Net assets acquired$12,140 

The assessment of fair value, the determination of deferred tax assets acquired, the liability for unpaid loss and loss adjustment expense assumed and other payables and receivables are preliminary and are based on the information that was available at the time the consolidated financial statements were prepared. Accordingly, the allocation of purchase price to intangible assets, goodwill, deferred tax assets and liabilities and the liability for unpaid loss and loss adjustment expense is preliminary and, therefore, subject to adjustment in future periods.

The Company recorded $2,873 of goodwill associated with the business combination. The goodwill recognized is attributable to the assembled workforce and the expected growth resulting from the acquisition.

The Company also recorded preliminary intangible assets totaling $3,299 which are comprised of the following:

Useful LifeBalance
Trade name15 years$458 
Customer relationships10 years2,841 
Total intangible assets$3,299 


Subsequent to the acquisition date, 7710 Insurance Company, 7710 Service Company and Creekwood Insurance Agency recorded total revenue of $1,183, of which $1,131 is intercompany related and is eliminated in consolidation, and contributed net income totaling $186 to consolidated net income on the consolidated statement of operations.$3,299.

Compstar Holding Company LLC

Effective July 15, 2020, Trean Compstar Holdings LLC purchased the remaining 55% ownership interest in Compstar Holding Company LLC (Compstar)("Compstar"), a holding company along with its wholly owned subsidiary Compstar Insurance
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Services, a managing general agent, by issuing 6,613,606 shares of the Company’s common stock with a market price of $15 per share on the date of acquisition. Prior to the acquisition date, the Company held a 45% ownership interest in Compstar and accounted for its investment under the equity method. As of the acquisition date, the fair value attributable to the Company’s previous equity interest was $81,167 and the carrying value was $11,321. As a result, the Company recorded a gain of $69,846 from the remeasurement of its previous equity interest, which is included in gain on revaluation of Compstar on the consolidated statement of operations. The acquisition-date fair value of the Company’s previous equity interest was revalued using the market price of the shares issued as consideration for the acquisition.

The following table summarizes the consideration paid and the amounts of estimated fair value of the net assets acquired and liabilities assumed at the acquisition date:

Fair value of total consideration transferred$99,204 
Previous investment in subsidiary11,321 
Fair value adjustment to prior investment69,846 
Fair value of assets acquired and liabilities assumed180,371 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents11,891 
Premiums and other receivables3,632 
Property and equipment444 
Right of use asset1,020 
Goodwill134,428 
Intangible assets, net73,954 
Other assets184 
Accounts payable and accrued expenses(11,328)
Lease liability(1,302)
Deferred tax liabilities(12,487)
Debt(20,065)
Net assets acquired$180,371 

The assessment of fair value, the determination of deferred tax assets acquired and other payables and receivables are preliminary and are based on the information that was available at the time the consolidated financial statements were prepared. Accordingly, the allocation of purchase price to intangible assets, goodwill and deferred tax assets and liabilities is preliminary and, therefore, subject to adjustment in future periods.

The Company recorded $134,428 of goodwill associated with the business combination. The goodwill recognized is attributable to the assembled workforce, the expected growth resulting from the acquisition and synergies gained to assist in the reduction of operating expenses.

The Company also recorded preliminary intangible assets totaling $73,954, which are comprised of the following:

Useful LifeBalance
Trade name15 years$3,157 
Customer relationships14 years70,797 
Total intangible assets$73,954 


Subsequent to the acquisition date, Compstar recorded total revenue of $7,949, of which $7,928 is intercompany related and is eliminated in consolidation, and contributed net income totaling $1,989 to consolidated net income on the consolidated statement of operations.
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$73,954.

LCTA Risk Services, Inc.

Effective April 1, 2020, Trean Corp purchased 100% of the operating assets and assumed the liabilities of LCTA Risk Services, Inc. The total purchase price was $1,400. The following table summarizes the consideration paid and the amounts of estimated fair value of the net assets acquired and liabilities assumed at the acquisition date:

Fair value of total consideration transferred$1,400 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents302 
Premiums and other receivables55 
Property and equipment63 
Goodwill517 
Intangible assets, net482 
Other assets12 
Accounts payable(17)
Income taxes payable(14)
Net assets acquired$1,400 


The Company recorded $517 of goodwill associated with the business combination. The goodwill recognized is attributable to the expected growth resulting from the acquisition and the synergies gained to assist in reducing operating expenses. The Company also recorded intangible assets totaling $482.

American Liberty Insurance Company

Effective March 31, 2019, Benchmark Holdings Company purchased the remaining 25% of outstanding voting shares in ALIC for $1,155. The purchase price was determined based on the statutory surplus of ALIC.
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First Choice Casualty Insurance Company

Effective February 19, 2019, Benchmark purchased 100% of the operating assets and assumed the liabilities of First Choice Casualty Insurance Company (FCCIC)("FCCIC"). The total purchase price was $5,314. As part of the acquisition, the Company recorded a bargain purchase gain of $634 which is included in net realized capital gains (losses) on the consolidated statements of operations. The Company was able to realize a bargain purchase gain as the seller was looking to exit the workers' compensation market with the sale of their management agreement to a new manager. With the new manager, the seller had a lack of interest and expertise in maintaining workers' compensation policies, which had historically been underwritten and managed by Trean Corp.
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The following table summarizes the consideration paid and the amounts of estimated fair value of the assets acquired and liabilities assumed at the acquisition date:

Fair value of total consideration transferred$5,314 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash973 
Investments4,252 
Accrued investment income40 
Premiums and other receivables1,571 
Deferred tax asset242 
Other assets10 
Funds held under reinsurance agreements7,980 
Unpaid loss and loss adjustment expenses(6,426)
Unearned premiums(1,003)
Reinsurance premiums payable(1,037)
Accounts payable and accrued expenses(316)
Income taxes payable(338)
Net assets acquired5,948 
Gain on bargain purchase$634 


Westcap Insurance Services, LLC

Effective April 2, 2018, the Company purchased 100% of the operating assets and assumed certain liabilities of Westcap Insurance Services, LLC (Westcap). The total purchase price was $2,450.

The following table summarizes the consideration paid and the amounts of estimated fair value of the assets acquired and liabilities assumed at the acquisition date:

Fair value of total consideration transferred$2,450 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash1,003 
Property and equipment194 
Other assets
Goodwill2,154 
Accounts payable(902)
Net assets acquired$2,450 


The Company recorded approximately $2,154 of goodwill associated with the business combination. The goodwill recognized is attributable to the expected growth resulting from the acquisition and the ability to direct the operations of Westcap. Further, the goodwill is attributable to synergies gained to assist in reducing future expenses.

CTS Underwriters, LLC

Effective December 12, 2018, the Company acquired certain operating assets of CTS Underwriters, LLC located in Florida. The total purchase price was $50.
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The following table summarizes the consideration paid and the amounts of estimated fair value of the assets acquired and liabilities assumed at the acquisition date:

Fair value of total consideration transferred$50 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Equipment10 
Non-compete agreement40 
Net assets acquired$50 


Note 4. Fair Value Measurements

The Company’s financial instruments include assets and liabilities carried at fair value. The inputs to valuation techniques used to measure fair value are prioritized into a three level hierarchy. The fair value hierarchy is as follows:

Level 1: Fair values primarily based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2: Fair values primarily based on observable inputs, other than quoted prices included in Level 1, or based on prices for similar assets and liabilities.

Level 3: Fair values primarily based on valuations derived when one or more of the significant inputs are unobservable. With little or no observable market, the determination of fair value uses considerable judgment and represents the Company’s best estimate of an amount that could be realized in a market exchange for the asset or liability.

The Company classifies the financial asset or liability by level based upon the lowest level input that is significant to the determination of the fair value. The following tables present the estimated fair value of the Company’s significant financial instruments.

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December 31, 2020December 31, 2021
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Fixed maturities:Fixed maturities:Fixed maturities:
U.S. government and government securitiesU.S. government and government securities$17,471 $$$17,471 U.S. government and government securities$2,392 $39,042 $— $41,434 
Foreign governmentsForeign governments302 302 Foreign governments— 2,490 — 2,490 
States, territories and possessionsStates, territories and possessions7,774 7,774 States, territories and possessions— 10,766 — 10,766 
Political subdivisions of states territories and possessionsPolitical subdivisions of states territories and possessions33,212 33,212 Political subdivisions of states territories and possessions— 40,002 — 40,002 
Special revenue and special assessment obligationsSpecial revenue and special assessment obligations81,714 81,714 Special revenue and special assessment obligations— 95,991 — 95,991 
Industrial and public utilitiesIndustrial and public utilities113,741 113,741 Industrial and public utilities— 103,257 — 103,257 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities18,066 18,066 Commercial mortgage-backed securities— 118,218 — 118,218 
Residential mortgage-backed securitiesResidential mortgage-backed securities93,017 93,017 Residential mortgage-backed securities— 17,368 — 17,368 
Other loan-backed securitiesOther loan-backed securities39,945 39,945 Other loan-backed securities— 41,425 — 41,425 
Hybrid securitiesHybrid securities362 362 Hybrid securities— 110 — 110 
Total fixed maturitiesTotal fixed maturities17,471 388,133 405,604 Total fixed maturities2,392 468,669 — 471,061 
Equity securities:Equity securities:Equity securities:
Preferred stockPreferred stock240 240 Preferred stock— 228 — 228 
Common stockCommon stock958 576 2,000 3,534 Common stock0741 — 741 
Total equity securitiesTotal equity securities958 816 2,000 3,774 Total equity securities— 969 — 969 
Total investmentsTotal investments$18,429 $388,949 $2,000 $409,378 Total investments$2,392 $469,638 $— $472,030 
Funds held under reinsurance agreements174,704 174,704 
Embedded derivatives on funds held under reinsurance agreementsEmbedded derivatives on funds held under reinsurance agreements$(4)$275 $— $271 
Debt:
Secured credit facility32,381 32,381 
Total debt$$32,381 $$32,381 
DebtDebt$— $30,938 $— $30,938 


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December 31, 2019December 31, 2020
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Fixed maturities:Fixed maturities:Fixed maturities:
U.S. government and government securitiesU.S. government and government securities$16,129 $$$16,129 U.S. government and government securities$17,471 $— $— $17,471 
Foreign governmentsForeign governments302 302 Foreign governments— 302 — 302 
States, territories and possessionsStates, territories and possessions4,923 4,923 States, territories and possessions— 7,774 — 7,774 
Political subdivisions of states, territories and possessionsPolitical subdivisions of states, territories and possessions25,104 25,104 Political subdivisions of states, territories and possessions— 33,212 — 33,212 
Special revenue and special assessment obligationsSpecial revenue and special assessment obligations61,405 61,405 Special revenue and special assessment obligations— 81,714 — 81,714 
Industrial and public utilitiesIndustrial and public utilities123,207 123,207 Industrial and public utilities— 113,741 — 113,741 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities16,312 16,312 Commercial mortgage-backed securities— 18,066 — 18,066 
Residential mortgage-backed securitiesResidential mortgage-backed securities54,109 54,109 Residential mortgage-backed securities— 93,017 — 93,017 
Other loan-backed securitiesOther loan-backed securities36,011 36,011 Other loan-backed securities— 39,945 — 39,945 
Hybrid securitiesHybrid securities363 363 Hybrid securities— 362 — 362 
Total fixed maturitiesTotal fixed maturities16,129 321,736 337,865 Total fixed maturities17,471 388,133 — 405,604 
Equity securities:Equity securities:Equity securities:
Preferred stockPreferred stock343 343 Preferred stock— 240 — 240 
Common stockCommon stock492 492 Common stock958 576 2,000 3,534 
Total equity securitiesTotal equity securities835 835 Total equity securities958 816 2,000 3,774 
Total investmentsTotal investments$16,129 $322,571 $$338,700 Total investments$18,429 $388,949 $2,000 $409,378 
Funds held under reinsurance agreements163,445 163,445 
Embedded derivatives on funds held under reinsurance agreementsEmbedded derivatives on funds held under reinsurance agreements$176 $4,761 $— $4,937 
Debt:
Junior subordinated debt7,732 7,732 
Secured credit facility21,637 21,637 
Total debt$$29,369 $$29,369 
DebtDebt$— $32,381 $— $32,381 


Bonds and equity securities: The Company, in conjunction withthrough its third-party pricing service provider, uses a variety of sources to estimate the fair value of investments such as Reuters, Iboxx,Refinitiv (formerly Reuters), PricingDirect, ICE BofAML Index, ICE Data Services, and for equities, Bloomberg.Bloomberg or S&P Capital IQ Pro. Equity securities are generally valued at the closing price on the exchange on which they are primarily traded as provided by a third-party pricing service. Fixed income securities are generally valued at an evaluated bid as provided by a third-party pricing service. Securities and other assets generally valued using third-party pricing services may also be valued at broker/dealer bid quotations.indications. Values obtained from third-party pricing services can utilize several market data sources for inputs such as transaction data, yield, quality, coupon rate, maturity, issue type, trading characteristics and other market activity. To validate the reasonableness of the quoted prices, the Company performs various qualitative and quantitative procedures such as analysis of recent trading activity, analytical review of fair values and an evaluation of the underlying pricing methodologies. Based on these procedures, the Company did not adjust the prices or quotes from the third-party pricing service.

FundsEmbedded derivatives: The Company enters into funds held contracts under reinsurance agreements: The Company holds certain investments as collateral under reinsurance contracts and values these investmentsagreements which create embedded derivatives on the underlying investments. These embedded derivatives are valued based upon the unrealized gain or loss position of the funds held portfolio, which is determined consistent with its other investments using third-party pricing services. To validate the reasonableness of the quoted prices, the Company performs various qualitative and quantitative procedures such as analysis of recent activity, analytical review of fair values and an evaluation of the underlying pricing methodologies. Based on these procedures, the Company did not adjust the prices or quotes from the third-party pricing service.

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Debt: The Company holds debt related to multipleits secured credit agreements.agreement. The Company has determined that the remaining balance of the debt reflected its fair value as this would represent the total amount to repay the debt.

Note 5. Investments
The cost or amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the Company's investments are as follows:
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December 31, 2020December 31, 2021
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair ValueCost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Fixed maturities:Fixed maturities:Fixed maturities:
U.S. government and government securitiesU.S. government and government securities$17,135 $336 $$17,471 U.S. government and government securities$41,490 $113 $(169)$41,434 
Foreign governmentsForeign governments300 302 Foreign governments2,500 — (10)2,490 
States, territories and possessionsStates, territories and possessions7,500 274 7,774 States, territories and possessions10,593 189 (16)10,766 
Political subdivisions of states, territories and possessionsPolitical subdivisions of states, territories and possessions31,759 1,453 33,212 Political subdivisions of states, territories and possessions39,170 975 (143)40,002 
Special revenue and special assessment obligationsSpecial revenue and special assessment obligations77,329 4,422 (37)81,714 Special revenue and special assessment obligations93,664 2,920 (593)95,991 
Industrial and public utilitiesIndustrial and public utilities107,017 6,768 (44)113,741 Industrial and public utilities100,774 2,835 (352)103,257 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities16,242 1,848 (24)18,066 Commercial mortgage-backed securities119,378 591 (1,751)118,218 
Residential mortgage-backed securitiesResidential mortgage-backed securities91,478 1,626 (87)93,017 Residential mortgage-backed securities16,549 843 (24)17,368 
Other loan-backed securitiesOther loan-backed securities39,293 719 (67)39,945 Other loan-backed securities41,236 248 (59)41,425 
Hybrid securitiesHybrid securities356 362 Hybrid securities105 — 110 
Total fixed maturities available for saleTotal fixed maturities available for sale388,409 17,454 (259)405,604 Total fixed maturities available for sale465,459 8,719 (3,117)471,061 
Equity securities:Equity securities:Equity securities:
Preferred stockPreferred stock243 (3)240 Preferred stock243 — (15)228 
Common stockCommon stock1,554 2,053 (73)3,534 Common stock741 — — 741 
Total equity securitiesTotal equity securities1,797 2,053 (76)3,774 Total equity securities984 — (15)969 
Total investmentsTotal investments$390,206 $19,507 $(335)$409,378 Total investments$466,443 $8,719 $(3,132)$472,030 


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December 31, 2019December 31, 2020
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair ValueCost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
Fixed maturities:Fixed maturities:Fixed maturities:
U.S. government and government securitiesU.S. government and government securities$15,965 $167 $(3)$16,129 U.S. government and government securities$17,135 $336 $— $17,471 
Foreign governmentsForeign governments299 302 Foreign governments300 — 302 
States, territories and possessionsStates, territories and possessions4,789 134 4,923 States, territories and possessions7,500 274 — 7,774 
Political subdivisions of states, territories and possessionsPolitical subdivisions of states, territories and possessions24,444 670 (10)25,104 Political subdivisions of states, territories and possessions31,759 1,453 — 33,212 
Special revenue and special assessment obligationsSpecial revenue and special assessment obligations59,149 2,298 (42)61,405 Special revenue and special assessment obligations77,329 4,422 (37)81,714 
Industrial and public utilitiesIndustrial and public utilities119,735 3,490 (18)123,207 Industrial and public utilities107,017 6,768 (44)113,741 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities15,586 757 (31)16,312 Commercial mortgage-backed securities16,242 1,848 (24)18,066 
Residential mortgage-backed securitiesResidential mortgage-backed securities53,467 679 (37)54,109 Residential mortgage-backed securities91,478 1,626 (87)93,017 
Other loan-backed securitiesOther loan-backed securities35,849 281 (119)36,011 Other loan-backed securities39,293 719 (67)39,945 
Hybrid securitiesHybrid securities357 363 Hybrid securities356 — 362 
Total fixed maturities available for saleTotal fixed maturities available for sale329,640 8,485 (260)337,865 Total fixed maturities available for sale388,409 17,454 (259)405,604 
Equity securities:Equity securities:Equity securities:
Preferred stockPreferred stock337 343 Preferred stock243 — (3)240 
Common stockCommon stock492 492 Common stock1,554 2,053 (73)3,534 
Total equity securitiesTotal equity securities829 835 Total equity securities1,797 2,053 (76)3,774 
Total investmentsTotal investments$330,469 $8,491 $(260)$338,700 Total investments$390,206 $19,507 $(335)$409,378 


The following table illustrates the Company’s gross unrealized losses and fair value of fixed maturities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

December 31, 2020December 31, 2021
Less Than 12 Months12 Months or MoreTotalLess Than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized Loss
Fixed maturities:Fixed maturities:Fixed maturities:
U.S. government and government securitiesU.S. government and government securities$4,518 $$$$4,518 $U.S. government and government securities$26,935 $(168)$23 $(1)$26,958 $(169)
Foreign governmentsForeign governmentsForeign governments2,490 (10)— — 2,490 (10)
States, territories and possessionsStates, territories and possessionsStates, territories and possessions935 (16)— — 935 (16)
Political subdivisions of states, territories and possessionsPolitical subdivisions of states, territories and possessionsPolitical subdivisions of states, territories and possessions11,115 (143)— — 11,115 (143)
Special revenue and special assessment obligationsSpecial revenue and special assessment obligations2,923 (37)2,923 (37)Special revenue and special assessment obligations29,917 (593)— — 29,917 (593)
Industrial and public utilitiesIndustrial and public utilities2,106 (44)2,106 (44)Industrial and public utilities24,042 (286)1,058 (66)25,100 (352)
Commercial mortgage-backed securitiesCommercial mortgage-backed securities999 (24)999 (24)Commercial mortgage-backed securities80,126 (1,565)6,212 (186)86,338 (1,751)
Residential mortgage-backed securitiesResidential mortgage-backed securities8,811 (74)262 (13)9,073 (87)Residential mortgage-backed securities4,539 (24)— — 4,539 (24)
Other loan-backed securitiesOther loan-backed securities2,037 (10)9,036 (57)11,073 (67)Other loan-backed securities20,153 (36)2,477 (23)22,630 (59)
Hybrid securitiesHybrid securities250 250 Hybrid securities— — — — — — 
Total bondsTotal bonds$21,644 $(189)$9,298 $(70)$30,942 $(259)Total bonds$200,252 $(2,841)$9,770 $(276)$210,022 $(3,117)


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December 31, 2019December 31, 2020
Less Than 12 Months12 Months or MoreTotalLess Than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized LossFair ValueUnrealized Loss
Fixed maturities:Fixed maturities:Fixed maturities:
U.S. government and government securitiesU.S. government and government securities$293 $(2)$1,349 $(1)$1,642 $(3)U.S. government and government securities$4,518 $— $— $— $4,518 $— 
Foreign governmentsForeign governmentsForeign governments— — — — — — 
States, territories and possessionsStates, territories and possessionsStates, territories and possessions— — — — — — 
Political subdivisions of states, territories and possessionsPolitical subdivisions of states, territories and possessions1,500 (9)690 (1)2,190 (10)Political subdivisions of states, territories and possessions— — — — — — 
Special revenue and special assessment obligationsSpecial revenue and special assessment obligations3,206 (42)181 3,387 (42)Special revenue and special assessment obligations2,923 (37)— — 2,923 (37)
Industrial and public utilitiesIndustrial and public utilities5,939 (16)1,094 (2)7,033 (18)Industrial and public utilities2,106 (44)— — 2,106 (44)
Commercial mortgage-backed securitiesCommercial mortgage-backed securities2,138 (30)129 (1)2,267 (31)Commercial mortgage-backed securities999 (24)— — 999 (24)
Residential mortgage-backed securitiesResidential mortgage-backed securities6,936 (13)1,917 (24)8,853 (37)Residential mortgage-backed securities8,811 (74)262 (13)9,073 (87)
Other loan-backed securitiesOther loan-backed securities2,189 (11)13,885 (108)16,074 (119)Other loan-backed securities2,037 (10)9,036 (57)11,073 (67)
Hybrid securitiesHybrid securitiesHybrid securities250 — — — 250 — 
Total bondsTotal bonds$22,201 $(123)$19,245 $(137)$41,446 $(260)Total bonds$21,644 $(189)$9,298 $(70)$30,942 $(259)


The unrealized losses on the Company’s available for sale securities as of December 31, 20202021 were primarily attributable to COVID-19 related credit spread widening and an increase in interest rates, since first quarter lows, which predominantly impacted fixed maturities acquired duringsince the second and third quarter of 2020. The unrealized losses on the Company's available for sale securities as of December 31, 20192020 were primarily caused byattributable COVID-19 related credit spread widening and an increase in corporateinterest rates since first quarter 2020 lows, which predominantly impacted fixed maturities acquired during the second and tax exempt credit spreads, rather than credit-related problems.third quarter of 2020.

The amortized cost and estimated fair value of fixed maturities as of December 31, 2020,2021, by contractual maturity, are as follows:

Cost or Amortized CostFair ValueCost or Amortized CostFair Value
Available for sale:Available for sale:Available for sale:
Due in one year or lessDue in one year or less$25,844 $26,107 Due in one year or less$29,108 $29,329 
Due after one year but before five yearsDue after one year but before five years102,491 107,516 Due after one year but before five years117,366 119,275 
Due after five years but before ten yearsDue after five years but before ten years61,952 67,091 Due after five years but before ten years78,967 81,217 
Due after ten yearsDue after ten years51,109 53,862 Due after ten years62,855 64,229 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities16,242 18,066 Commercial mortgage-backed securities119,378 118,218 
Residential mortgage-backed securitiesResidential mortgage-backed securities91,478 93,017 Residential mortgage-backed securities16,549 17,368 
Other loan-backed securitiesOther loan-backed securities39,293 39,945 Other loan-backed securities41,236 41,425 
TotalTotal$388,409 $405,604 Total$465,459 $471,061 


Actual maturities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Realized gains and losses on investments included in the consolidated statements of operations for the years ended December 31, 2021, 2020 2019 and 20182019 are as follows:

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 Year Ended December 31, Year Ended December 31,
202020192018202120202019
Fixed maturities:Fixed maturities:Fixed maturities:
GainsGains$259 $91 $111 Gains$153 $259 $91 
LossesLosses(7)(24)(201)Losses(94)(7)(24)
Total fixed maturitiesTotal fixed maturities252 67 (90)Total fixed maturities59 252 67 
Funds held investments:Funds held investments:
GainsGains112 — — 
LossesLosses(10)— — 
Total funds held investmentsTotal funds held investments102 — — 
Equity securities:Equity securities:Equity securities:
Preferred stock:
Losses(6)
Equity method investments:Equity method investments:Equity method investments:
GainsGains3,115 Gains— 3,115 — 
LossesLosses(112)— — 
Total equity securitiesTotal equity securities3,115 (6)Total equity securities(112)3,115 — 
Total net investment realized gains (losses)Total net investment realized gains (losses)$3,367 $67 $(96)Total net investment realized gains (losses)$49 $3,367 $67 


Net investment income consists of the following for the years ended December 31, 2021, 2020, 2019, and 2018:2019:

 Year Ended December 31, Year Ended December 31,
202020192018202120202019
Fixed maturitiesFixed maturities$6,271 $6,078 $4,701 Fixed maturities$6,331 $6,271 $6,078 
Income on funds held investmentsIncome on funds held investments2,338 3,345 3,322 
Preferred stockPreferred stock48 40 25 Preferred stock48 48 40 
Common stockCommon stock1,980 Common stock— 1,980 — 
Interest earned on cash and short-term investmentsInterest earned on cash and short-term investments25 127 90 Interest earned on cash and short-term investments25 127 
Net investment incomeNet investment income$8,324 $6,245 $4,816 Net investment income$8,721 $11,669 $9,567 

Embedded derivatives

The Company enters into funds held contracts under reinsurance agreements which create embedded derivatives, which are measured at fair value. The embedded derivatives within our funds held under reinsurance agreements relate to a total return swap on the underlying investments. These embedded derivatives had no impact on total operating, investing and financing activities as presented on the Company’s consolidated statements of cash flows during the years ended December 31, 2021, 2020, and 2019. Total funds held under reinsurance agreements includes the following:

December 31,
20212020
Funds held under reinsurance agreements, at cost$199,139 $169,767 
Embedded derivatives, at fair value271 4,937 
Total funds held under reinsurance agreements$199,410 $174,704 


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Gains (losses) on embedded derivatives consists of the following for the years ended December 31, 2021, 2020, and 2019:
Year Ended December 31,
202120202019
Change in fair value of embedded derivatives$4,666 $(2,810)$(3,999)
Effect of net investment income on funds held investments(2,338)(3,345)(3,322)
Effect of realized gains on funds held investments(102)— — 
Total gains (losses) on embedded derivatives$2,226 $(6,155)$(7,321)


Note 6. Equity Method Investments
The Company hadheld equity method investments in Compstar, Trean Intermediaries (TRI)("TRI") and Stop-Loss Re, LLC (Stop-Loss)("Stop-Loss"). Equity earnings and losses are reported in equity earnings (losses) in affiliates, net of tax on the consolidated statements of operations.

On July 15, 2020, the Company purchased the remaining 55% ownership interest in Compstar (See Note 3). and, as a result, Compstar is no longer recorded as an equity method investment. Prior to the acquisition, the Company owned 45% of Compstar which had a carrying value of approximately $11,831 as of December 31, 2019. The Company recorded earnings for the years ended December 31, 2020 and 2019 of 2,333 and $3,012, respectively, and losses of $1,788 for the year ended December 31, 2018.respectively. Distributions received from Compstar for the years ended December 31, 2020 2019 and 20182019 were $2,842 $4,649 and $2,542,$4,649, respectively.

On January 3, 2020, the Company sold 15% of its previous 25% ownership in TRI for cash proceeds of $3,000. The Company currently maintains$3,000, resulting in a 10%remaining ownership interest in TRI.of 10%. As a result of its significant ownership reduction and its lack of significant influence over the operations and policies of TRI, the Company reclassified its TRI investment, at fair value, to investments in common stock in the first quarter of 2020. The Company realized a gain on the sale of $3,115, which is included in net realized capital gains (losses) on the consolidated statements of operations. The Company subsequently re-measured its TRI investment shares resulting in an unrealized gain of $2,000 which is recorded in net investment income on the consolidated statement of operations. The carrying valueCompany sold all of its remaining ownership interest in TRI asduring Q3 2021 for $1,888, resulting in a realized loss of December 31, 2019$112, which was approximately $110.included in net realized gains on the consolidated statement of operations. The Company recorded earnings for the yearsyear ended December 31, 2019 and 2018 of $552 and $709, respectively.$552. Distributions received from TRI for the years ended December 31, 2020 2019 and 20182019 were $225 $840 and $309,$840, respectively.

Effective December 31, 2019, the Company surrendered its ownership in Stop-Loss. The Company recorded a loss on disposal of approximately $34 for the year ended December 31, 2019 which is included within net realized capital gains
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(losses) on the combinedconsolidated statements of operations. The Company’s losses for the years ended December 31, 2019 and 2018 were approximately $6 and $2, respectively.$6.

Summarized financial information for the Company's equity method investments are as follows:

202020192018202120202019
Total assetsTotal assets*$58,657 $60,202 Total assets**$58,657 
Total liabilitiesTotal liabilities*42,980 44,476 Total liabilities**42,980 
RevenuesRevenues*24,010 24,267 Revenues**24,010 
Net income (loss)Net income (loss)*8,870 (1,150)Net income (loss)**8,870 
*2021 and 2020 amounts are not included as the Company no longer maintains an equity method investment in Compstar, TRI or Stop-Loss.


Note 7. Nonconsolidated Variable Interest Entities
In 2019, the Company was engaged with certain entities that were deemed to be variable interest entities. A variable interest entity ("VIE") is an entity that has investors that lack certain essential characteristics of a controlling financial interest, such as a simple majority equity ownership or lacks sufficient funds to finance its own activities without financial support provided by other entities. The Company performs ongoing qualitative assessments of its VIEs to determine whether the Company has a controlling financial interest in the VIE and therefore is the primary beneficiary. The Company is deemed to
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have a controlling financial interest when it has both the ability to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the Company’s assessment, if it determines it is the primary beneficiary, the Company consolidates the VIE in the consolidated and combined financial statements.

The Company had a variable interest in Trean Capital Trust I (the "Trust") that had mandatory redeemable preferred securities outstanding with a liquidation value of $7,500. The Trust was a variable interest entity under current accounting guidance because the Company had limited ability to make decisions about its activities. However, the Company was not the primary beneficiary of the Trust; and therefore, the Trust and the mandatory redeemable preferred securities issued by the Trust are not reported on the Company’s consolidated and combined balance sheets. During 2020, the Company redeemed all of the redeemable preferred securities of the Trust. As of December 31, 2020, the Trust is no longer considered a VIE.

The Company had a variable interest in Compstar Holding Company LLC (Compstar)("Compstar"), a limited liability company created for the purchase of an interest in Compstar Insurance Services, LLC, a California based general agent. Compstar was a variable interest entity under current accounting guidance because Compstar did not have sufficient capital at risk, as evidenced by a loan guarantee by a member. However, the Company was not the primary beneficiary of Compstar, and therefore, was not reported in the Company’s consolidated and combined balance sheet as of December 31, 2019. During 2020, the Company purchased the remaining ownership interest in Compstar resulting in Compstar becoming a wholly-owned subsidiary of the Company. As of December 31, 2020, Compstar is no longer considered a VIE.

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Note 8. Property and Equipment
Property and equipment consists of the following:
December 31,
20202019
Land$1,780 $1,780 
Building and building improvements5,755 5,150 
Furniture and fixtures1,106 772 
Office equipment2,813 2,193 
Other property, plant and equipment93 72 
Deposits on fixed assets not placed in service15 366 
Total, at cost11,562 10,333 
Less: Accumulated depreciation(3,308)(2,396)
Property and equipment, net$8,254 $7,937 

December 31,
20212020
Land$1,780 $1,780 
Building and building improvements5,755 5,755 
Furniture and fixtures1,137 1,106 
Office equipment2,898 2,813 
Other property, plant and equipment101 93 
Deposits on fixed assets not placed in service277 15 
Total, at cost11,948 11,562 
Less: Accumulated depreciation(4,316)(3,308)
Property and equipment, net$7,632 $8,254 

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $1,007, $912 and 2018 was $912, $830, and $470, respectively.

The Company sold 1 building on October 15, 2018. Proceeds from the sale were $2,296 and the realized loss on disposal was $619.

Note 9. Goodwill and Intangible Assets
Goodwill

Changes in the carrying value of goodwill are as follows:
2020201920212020
Balance at beginning of periodBalance at beginning of period$2,822 $2,822 Balance at beginning of period$140,640 $2,822 
AcquisitionsAcquisitions137,818 Acquisitions1,707 137,818 
Balance at end of periodBalance at end of period$140,640 $2,822 Balance at end of period$142,347 $140,640 


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Intangible assets

Intangible assets subject to amortization consist of the following:
December 31,December 31,
Useful Life20202019Useful Life20212020
Non-compete agreementNon-compete agreement2-4 years$44 $44 Non-compete agreement2-5 years$300 $44 
Trade nameTrade name6-15 years3,682 67 Trade name2-15 years3,710 3,682 
Customer lists and relationshipsCustomer lists and relationships10-14 years74,284 164 Customer lists and relationships10-14 years77,624 74,284 
TotalsTotals78,010 275 Totals81,634 78,010 
Less: Accumulated amortizationLess: Accumulated amortization(2,694)(121)Less: Accumulated amortization(8,520)(2,694)
Intangible assets, netIntangible assets, net$75,316 $154 Intangible assets, net$73,114 $75,316 


Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $5,826, $2,573 and 2018 was $2,573, $46, and $27, respectively.

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The estimated future amortization of intangible assets is as follows:

Trade nameCustomer lists
and
relationships
TotalTrade nameCustomer lists
and
relationships
Non-CompeteTotal
2021$248 $5,406 $5,654 
20222022248 5,406 5,654 2022$262 $5,684 $51 $5,997 
20232023241 5,405 5,646 2023248 5,684 51 5,983 
20242024241 5,405 5,646 2024241 5,683 51 5,975 
20252025241 5,405 5,646 2025241 5,683 51 5,975 
20262026241 5,683 26 5,950 
ThereafterThereafter2,306 44,764 47,070 Thereafter2,065 41,169 — 43,234 
TotalTotal$3,525 $71,791 $75,316 Total$3,298 $69,586 $230 $73,114 


Note 10. Deferred Policy Acquisition Costs, Net
The Company defers costs incurred which are incremental and directly related to the successful acquisition of new or renewal insurance business, net of corresponding amounts of ceded reinsurance commissions. Net deferred policy acquisition costs are amortized in proportion to premium earned over the estimated policy term. The Company anticipates that its deferred policy acquisition costs will be fully recoverable and there were 0no premium deficiencies for the years ended December 31, 2021, 2020 2019 and 2018.2019.

The table below depicts the activity with regard to deferred policy acquisition costs, net:

202020192018202120202019
Balance at beginning of periodBalance at beginning of period$2,115 $2,976 $1,833 Balance at beginning of period$1,332 $2,115 $2,976 
Policy acquisition costs deferredPolicy acquisition costs deferred7,593 14,646 8,279 Policy acquisition costs deferred22,853 7,593 14,646 
Amortization charged to expenseAmortization charged to expense(8,376)(15,507)(7,136)Amortization charged to expense(10,841)(8,376)(15,507)
Balance at end of periodBalance at end of period$1,332 $2,115 $2,976 Balance at end of period$13,344 $1,332 $2,115 


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Note 11. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following:

December 31,December 31,
2020201920212020
Accrued commissions and third-party administration feesAccrued commissions and third-party administration fees$5,391 $2,713 Accrued commissions and third-party administration fees$7,337 $5,391 
Trade payablesTrade payables2,823 2,387 Trade payables4,765 2,823 
Accrued taxes, licenses and feesAccrued taxes, licenses and fees4,527 4,313 Accrued taxes, licenses and fees6,710 4,527 
Accrued wages and employee benefitsAccrued wages and employee benefits4,092 2,167 Accrued wages and employee benefits4,873 4,092 
Amounts retained for the accounts of othersAmounts retained for the accounts of others41,655 2,467 Amounts retained for the accounts of others1,619 41,655 
Litigation settlementLitigation settlement1,210 Litigation settlement— 1,210 
Other liabilitiesOther liabilities1,542 948 Other liabilities4,144 1,542 
TotalTotal$61,240 $14,995 Total$29,448 $61,240 


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Note 12. Debt
Debt consisted of the following:
December 31,December 31,
2020201920212020
Junior subordinated debt$$7,732 
Secured credit facilitySecured credit facility32,381 21,637 Secured credit facility$30,938 $32,381 
Total debt32,381 29,369 
Less: unamortized deferred financing costsLess: unamortized deferred financing costs(744)(329)Less: unamortized deferred financing costs(576)(744)
Net debtNet debt$31,637 $29,040 Net debt$30,362 $31,637 


Secured Credit Facility

In April 2018, Trean Corp entered into a credit agreement with a bank which included a term loan facility totaling $27,500 and a revolving credit facility of $3,000. On July 16, 2020, the Company entered into a new Second Amended and Restated Credit Agreement which, among other things, extended the Company's credit facility for a period of five years through May 26, 2025 and increased its term loan facility by $11,707 resulting in a total term loan debt amount of $33,000 and a revolving credit facility of $2,000 at the time of closing. The loan has a variable interest rate of LIBOR plus 4.50%, 4.50% and 3.00%, which was 4.64%, 4.72% and 6.33% as of December 31, 2021, 2020 and 2019, respectively. The outstanding principal balance of the loan is to be repaid in quarterly installments which escalate from $206 to $825. All equity securities of the subsidiaries of Trean Insurance Group, Inc. (other than Benchmark Holding Company and its subsidiaries) have been pledged as collateral.

During the years ended December 31, 2021, 2020 and 2019, the Company recorded $1,517, $1,518 and $1,617 of interest expense, respectively, associated with its credit facility.

The terms of the credit facility require the Company to maintain certain financial covenants and ratios. The Company was in compliance with all covenants and ratios as of December 31, 2021, 2020 and 2019.

Junior Subordinated Debt

In June 2006, Trean Capitalthe Trust I (the Trust) issued 7,500 shares of preferred capital securities to qualified institutional buyers and 232 common securities to Trean Corp. The proceeds of such issuances were invested by the Trust in $7,732 aggregate principal amount of Trean Corp's Junior Subordinated Debt due 2036 (the Subordinated Notes). The Subordinated Notes represent the sole assets of the Trust. On October 7, 2020, Trean Corp redeemed all of the Subordinated Notes for a total payoff amount of $7,807.

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The interest rate was a fixed rate of 9.167% until July 7, 2011, after which a variable interest rate of LIBOR (1.99% and 2.44% as of December 31, 2019 and 2018, respectively)2019) plus 3.50% was in effect. The interest rate totaled 5.49% and 5.94% as of December 31, 2019 and 2018, respectively.2019. The preferred capital securities issued by the Trust in turn paypaid quarterly cash distributions at an annual rate of 9.167% per annum of the liquidation amount of $1 per security until July 7, 2011 and thereafter at a variable rate per annum, reset quarterly, equal to LIBOR plus 3.50%.

During the years ended December 31, 2021, 2020 2019 and 2018,2019, the Company recorded $0, $271 $464 and $433$464 of interest expense, respectively, associated with the Subordinated Notes.

Secured Credit Facility

In April 2018, Trean Corp entered into a credit agreement with a bank which includes a term loan facility totaling $27,500 and a revolving credit facility of $3,000. Borrowings are secured by substantially all of the assets of Trean and its subsidiaries.

On July 16, 2020, the Company entered into a new Second Amended and Restated Credit Agreement which, among other things, extended the Company's credit facility for a period of five years through May 26, 2025 and increased its term loan facility by $11,707 resulting in a total term loan debt amount of $33,000 at the time of closing. The loan has a variable interest rate of LIBOR plus 4.50%, 3.00% and 3.50%, which was 4.72%, 6.33% and 6.89% as of December 31, 2020, 2019 and 2018, respectively. The outstanding principal balance of the loan is to be repaid in quarterly installments which escalate from $206 to $825. All equity securities of the subsidiaries of Trean Insurance Group, Inc. (other than Benchmark Holding Company and its subsidiaries) have been pledged as collateral.

During the years ended December 31, 2020, 2019 and 2018, the Company recorded $1,518, $1,617 and $1,404 of interest expense, respectively, associated with its credit facility.

The terms of the credit facility require the Company to maintain certain financial covenants and ratios. The Company was in compliance with all covenants and ratios as of December 31, 2020, 2019 and 2018.

Oak Street Loan

In conjunction with the acquisition of Compstar (See Note 3), the Company acquired a loan from Oak Street Funding with a total principle of $19,740. In July 2020, upon completion of the acquisition, the Company paid this loan off in full.

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PPP Loans

In conjunction with the acquisition of Compstar, the Company acquired a Federal Paycheck Protection Program (PPP) Loan("PPP Loan") with a principal balance of $325. The PPP Loan was forgiven on November 6, 2020. In conjunction with the acquisition of 7710, the Company acquired a PPP Loan with a principal balance of $269. The PPP Loan was forgiven on November 12, 2020. In conjunction with the acquisition of WIC, the Company acquired 2 PPP Loans with a principal balance of $243. As of December 31, 2021, both loans had been fully forgiven.

Scheduled maturities of debt, excluding deferred financing costs, are as follows:

2021$1,444 
202220221,650 2022$1,650 
202320232,887 20232,888 
202420243,300 20243,300 
2025202523,100 202523,100 
Thereafter
Total debtTotal debt$32,381 Total debt$30,938 


Note 13. Revenue from Contracts with Customers
Revenue from contracts with customers, included in other revenue, includes brokerage, management, third-party administrative, consulting and consulting fees.other fee-based revenue. Revenue from contracts with customers was $12,104$10,240 and $9,125$12,104 for the years ended December 31, 20202021 and 2019,2020, respectively.

The following table presents the revenues recognized from contracts with customers included in the consolidated statements of operations.
 Year Ended December 31, Year Ended December 31,
2020201920212020
BrokerageBrokerage$8,994 $5,828 Brokerage$7,036 $8,994 
Managing general agent feesManaging general agent fees976 858 Managing general agent fees603 976 
Third-party administrator feesThird-party administrator fees1,630 1,776 Third-party administrator fees1,608 1,630 
Consulting feesConsulting fees504 663 Consulting fees993 504 
Total revenue from contracts with customersTotal revenue from contracts with customers$12,104 $9,125 Total revenue from contracts with customers$10,240 $12,104 


The Company did not have any contract liabilities as of December 31, 20202021 or December 31, 2019.2020. The following table provides information related to the contract assets from contracts with customers. Contract assets are included within other assets on the consolidated balance sheets.
December 31,
20202019
Contract assets$3,405 $1,103 
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December 31,
20212020
Contract assets$3,353 $3,405 


Note 14. Income Taxes
Income tax expense is comprised of the following:

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 Year Ended December 31, Year Ended December 31,
202020192018202120202019
Current tax expenseCurrent tax expense$7,291 $8,642 $5,618 Current tax expense$7,823 $7,291 $8,642 
Deferred tax expenseDeferred tax expense(466)(1,568)(72)Deferred tax expense(2,374)(1,056)(2,408)
Total income tax expenseTotal income tax expense$6,825 $7,074 $5,546 Total income tax expense$5,449 $6,235 $6,234 


The income tax expense differs from the expected income tax expense computed by applying the applicable federal statutory tax rates to pretax income as a result of the following:

2020Effective Rate2019Effective Rate2018Effective Rate
Income tax expense computed at statutory rate$20,005 21.0 %$7,309 21.0 %$5,492 21.0 %
State taxes, net of federal benefit577 0.6 %293 0.8 %201 0.8 %
Tax-exempt municipal income, net of proration(272)(0.3)%(271)(0.8)%(328)(1.3)%
Nondeductible IPO & potential buyer expenses957 1.0 %91 0.3 %%
Fair market value adjustment on Compstar investment(14,668)(15.4)%%%
Other226 0.3 %(348)(1.0)%181 0.7 %
Total income tax expense$6,825 7.2 %$7,074 20.3 %$5,546 21.2 %


On December 22, 2017 the 2017 Tax Act was signed into law. The 2017 Tax Act has modified loss reserve discounting requirements for tax purposes. The 2017 Tax Act extends the payment pattern used to calculate loss discounts and increases the discount rate, replacing the applicable federal rate for a higher-yield corporate bond rate. The new discounting requirements are applicable to all existing and future loss reserves, effective beginning in tax year 2018, subject to an eight-year adjustment.
2021Effective Rate2020Effective Rate2019Effective Rate
Income tax expense computed at statutory rate$5,204 21.0 %$19,415 21.0 %$6,469 21.0 %
State taxes, net of federal benefit47 0.2 %577 0.6 %293 1.0 %
Tax-exempt municipal income, net of proration(263)(1.1)%(272)(0.3)%(271)(0.9)%
Nondeductible IPO & potential buyer expenses10 — %957 1.0 %91 0.3 %
Fair market value adjustment on Compstar investment— — %(14,668)(15.9)%— — %
Other451 1.9 %226 0.3 %(348)(1.2)%
Total income tax expense$5,449 22.0 %$6,235 6.7 %$6,234 20.2 %

As of December 31, 20202021 and 2019,2020, the Company has net operating loss (NOL)("NOL") carryforwards for federal income tax purposes of approximately $3,639 and $4,752$3,272 related to the purchases of ALIC and FCCIC. Due to the purchases, the Company is limited to the amount of NOL Carryforward it can use each year. The Company estimates it can use approximately $1,676 of the available NOL carryforward over the next 18 years, and has established a deferred tax asset of approximately $118$41 and $352$118 as of December 31, 20202021 and 2019,2020, respectively.

The significant components of deferred tax assets and liabilities are as follows:

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December 31,December 31,
2020201920212020
Deferred tax assets:Deferred tax assets:Deferred tax assets:
Unpaid losses and LAEUnpaid losses and LAE$3,180 $2,671 Unpaid losses and LAE$4,574 $3,180 
Unearned premiumsUnearned premiums2,101 995 Unearned premiums3,802 2,101 
NOL carryforwardNOL carryforward118 352 NOL carryforward41 118 
Lease liabilityLease liability1,789 — Lease liability1,188 1,789 
Accrued liabilitiesAccrued liabilities189 190 Accrued liabilities926 189 
Stock compensationStock compensation120 Stock compensation484 120 
OtherOther81 176 Other51 81 
Total deferred tax assetsTotal deferred tax assets7,578 4,384 Total deferred tax assets11,066 7,578 
Deferred tax liabilities:Deferred tax liabilities:Deferred tax liabilities:
Deferred acquisition costsDeferred acquisition costs(259)(444)Deferred acquisition costs(2,802)(259)
Loss reserve discounting TCJA transitional adjustmentLoss reserve discounting TCJA transitional adjustment(591)(675)Loss reserve discounting TCJA transitional adjustment(473)(591)
Unrealized gains and losses on investmentsUnrealized gains and losses on investments(2,556)(1,281)Unrealized gains and losses on investments(1,131)(2,556)
Property and equipmentProperty and equipment(389)(296)Property and equipment(191)(389)
Right-of-use assetRight-of-use asset(1,667)— Right-of-use asset(1,082)(1,667)
Intangible assetsIntangible assets(13,271)(28)Intangible assets(12,715)(13,271)
Unrealized gain on TRI investmentUnrealized gain on TRI investment(474)Unrealized gain on TRI investment— (474)
Prepaid expensesPrepaid expenses(352)(52)Prepaid expenses(43)(352)
Section 481(a) adjustmentSection 481(a) adjustment(224)(156)Section 481(a) adjustment(56)(224)
OtherOther(124)(85)Other(93)(124)
Total deferred tax liabilitiesTotal deferred tax liabilities(19,907)(3,017)Total deferred tax liabilities(18,586)(19,907)
Net deferred tax assets (liabilities)Net deferred tax assets (liabilities)$(12,329)$1,367 Net deferred tax assets (liabilities)$(7,520)$(12,329)

The Company completed its IRS examination related to the 2017 income tax return of Trean Corp. The results of the examination resulted in no changes to the 2017 Trean Corp tax return. The Company's tax years 20172018 through 20192020 remain open to examination by the IRS and various state authorities.

As of December 31, 20202021 and 2019,2020, the Company has not taken any uncertain tax positions with regard to its tax returns.

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Note 15. Liability for Unpaid Losses and Loss Adjustment Expense
The Company establishes reserves for unpaid losses and LAE which represent the estimated ultimate cost of all losses incurred that were both reported and unreported (i.e., incurred but not reported losses, or "IBNR") and LAE incurred that remain unpaid at the balance sheet date. The Company reserves for loss after considering all information known at each reporting period. At any given point in time, loss reserves represent the best estimate of the ultimate settlement and administration cost of insured claims incurred and unpaid. Since the process of estimating loss reserves requires significant judgment due to a number of variables, such as fluctuations in inflation, judicial decisions, legislative changes and changes in claims handling procedures, the ultimate liability will likely differ from these estimates. The Company revises the reserves for unpaid losses as additional information becomes available, and reflects adjustments, if any, in earnings in the periods in which the adjustments are deemed necessary. The liability for unpaid losses is recorded on an undiscounted basis.

The following table represents a reconciliation of changes in the liability for unpaid losses and LAE.

 Year Ended December 31, Year Ended December 31,
202020192018202120202019
Unpaid losses and LAE reserves at beginning of periodUnpaid losses and LAE reserves at beginning of period$406,716 $340,415 $277,671 Unpaid losses and LAE reserves at beginning of period$457,817 $406,716 $340,415 
Less losses ceded through reinsuranceLess losses ceded through reinsurance(304,005)(257,421)(206,323)Less losses ceded through reinsurance(335,655)(304,005)(257,421)
Net unpaid losses and LAE at beginning of periodNet unpaid losses and LAE at beginning of period102,711 82,994 71,348 Net unpaid losses and LAE at beginning of period122,162 102,711 82,994 
Acquisition of subsidiary, net of losses ceded through reinsuranceAcquisition of subsidiary, net of losses ceded through reinsurance7,050 6,366 Acquisition of subsidiary, net of losses ceded through reinsurance— 7,050 6,366 
Incurred losses and LAE related to:Incurred losses and LAE related to:Incurred losses and LAE related to:
Current periodCurrent period65,587 54,933 41,635 Current period136,191 65,587 54,933 
Prior periodPrior period(14,813)(10,272)(5,906)Prior period(5,419)(14,813)(10,272)
Total incurred losses and LAETotal incurred losses and LAE50,774 44,661 35,729 Total incurred losses and LAE130,772 50,774 44,661 
Paid losses and LAE, net of reinsurance, related to:Paid losses and LAE, net of reinsurance, related to:Paid losses and LAE, net of reinsurance, related to:
Current periodCurrent period15,411 11,852 7,724 Current period42,484 15,411 11,852 
Prior periodPrior period22,962 19,458 16,359 Prior period35,138 22,962 19,458 
Total paid losses and LAETotal paid losses and LAE38,373 31,310 24,083 Total paid losses and LAE77,622 38,373 31,310 
Net unpaid losses and LAE at end of periodNet unpaid losses and LAE at end of period122,162 102,711 82,994 Net unpaid losses and LAE at end of period175,312 122,162 102,711 
Plus losses ceded through reinsurancePlus losses ceded through reinsurance335,655 304,005 257,421 Plus losses ceded through reinsurance369,008 335,655 304,005 
Unpaid losses and LAE reserves at end of periodUnpaid losses and LAE reserves at end of period$457,817 $406,716 $340,415 Unpaid losses and LAE reserves at end of period$544,320 $457,817 $406,716 


As a result of changes in estimates of insured events in prior years, the provision for unpaid losses and LAE decreased by approximately $5,419, $14,813 and $10,272 and $5,906 for the years ended December 31, 2021, 2020 and 2019, and 2018, respectively, primarily attributable to the development in the Company’s workers’ compensation book of business.respectively.

The Company purchased annuities from life insurers under which the claimants are the payees. The purchase of these annuities allowed the Company to reduce reserves for unpaid losses by approximately $2,553 in previous years. Under the terms of settlement with the claimants, the Company remains liable for payments to the claimants of approximately $1,717$1,661 and $1,773$1,717 as of December 31, 20202021 and 2019,2020, respectively, in the event of default or insolvency of the life insurers.

Loss Development Tables

The following tables represent cumulative incurred loss and allocated loss adjustment expenses, net of reinsurance by accident year and cumulative paid loss and allocated loss adjustment expenses, net of reinsurance by accident year, for the years ended December 31, 20112012 to 2020,2021, as well as total IBNR and the cumulative number of reported claims for the year ended December 31, 2020,2021, by reportable line of business and accident year (dollars in thousands). The Company’s primary lines of business are workers’ compensation and other liability.

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Workers' CompensationWorkers' CompensationWorkers' Compensation
Incurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceIncurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceAs of December 31, 2020Incurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceAs of December 31, 2021
Years Ended December 31,Years Ended December 31,Total of IBNR Liabilities Plus Expected Development on Reported ClaimsCumulative Number of Reported ClaimsYears Ended December 31,Total of IBNR Liabilities Plus Expected Development on Reported ClaimsCumulative Number of Reported Claims
Accident
Year
Accident
Year
2011*2012*2013*2014*2015*2016*2017*2018*2019*2020Accident
Year
2012*2013*2014*2015*2016*2017*2018*2019*2020*2021
201113,271 13,825 15,426 16,280 16,004 16,197 16,738 17,090 17,078 17,276 1,082 2,337 
2012201220,397 20,948 19,699 20,176 19,235 18,778 18,898 18,967 18,933 1,290 2,229 201220,397 20,948 19,699 20,176 19,235 18,778 18,898 18,967 18,933 18,751 $809 3,189 
2013201322,746 22,879 22,650 19,772 19,528 19,426 19,814 19,964 1,655 2,496 201322,746 22,879 22,650 19,772 19,528 19,426 19,814 19,964 19,968 1,334 3,550 
2014201422,357 20,686 19,781 19,394 17,967 18,025 18,049 1,723 2,740 201422,357 20,686 19,781 19,394 17,967 18,025 18,049 17,584 1,484 3,558 
2015201522,643 23,830 23,444 21,788 22,218 19,560 1,942 3,945 201522,643 23,830 23,444 21,788 22,218 19,560 19,974 1,975 4,796 
2016201630,710 29,261 27,674 25,430 23,063 3,261 8,677 201630,710 29,261 27,674 25,430 23,063 23,076 1,891 9,849 
2017201735,683 29,107 25,713 24,439 4,075 13,230 201735,683 29,107 25,713 24,439 24,581 2,795 14,591 
2018201840,122 34,478 34,321 7,288 10,943 201840,122 34,478 34,321 31,909 3,922 12,524 
2019201948,565 45,384 13,504 9,820 201948,565 45,382 44,997 7,561 11,524 
2020202055,960 26,003 9,501 202055,960 55,531 11,949 11,983 
20212021100,254 33,499 14,242 
$276,949 $356,625 
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceCumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceCumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
Years Ended December 31,Years Ended December 31,Years Ended December 31,
Accident
Year
Accident
Year
2011*2012*2013*2014*2015*2016*2017*2018*2019*2020Accident
Year
2012*2013*2014*2015*2016*2017*2018*2019*2020*2021
20113,922 8,642 12,287 13,534 14,428 15,025 15,690 16,048 16,532 16,621 
201220126,100 11,854 14,292 15,902 16,683 17,426 17,951 18,164 18,329 20126,100 11,854 14,292 15,902 16,683 17,426 17,951 18,164 18,329 18,363 
201320136,734 12,407 15,703 17,135 18,448 18,664 18,976 18,906 20136,734 12,407 15,703 17,135 18,448 18,664 18,976 18,906 19,335 
201420145,958 11,672 14,393 16,011 16,177 16,535 16,607 20145,958 11,672 14,393 16,011 16,177 16,535 16,607 16,707 
201520156,089 13,313 15,814 17,002 17,638 17,984 20156,089 13,313 15,814 17,002 17,638 17,984 18,143 
201620167,260 15,329 17,904 18,728 19,856 20167,260 15,329 17,904 18,728 19,856 20,551 
201720177,439 15,017 17,930 19,353 20177,439 15,017 17,930 19,353 20,456 
201820188,978 19,811 24,023 20188,978 19,811 24,023 26,201 
2019201911,201 24,472 201911,201 24,472 30,650 
2020202012,141 202012,141 30,646 
2021202126,623 
188,292 227,675 
All outstanding liabilities before 2011, net of reinsurance5,459 All outstanding liabilities before 2012, net of reinsurance4,861 
Liabilities for claims and claim adjustment expenses, net of reinsurance$94,116 Liabilities for claims and claim adjustment expenses, net of reinsurance$133,811 
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance*Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance*
YearsYears12345678910Years12345678910
27.4 %32.6 %15.4 %7.9 %5.1 %3.0 %2.0 %1.3 %1.7 %0.5 %27.6 %32.6 %14.8 %8.6 %4.5 %3.6 %2.2 %1.5 %1.8 %0.5 %
* Presented as unaudited required supplementary information* Presented as unaudited required supplementary information* Presented as unaudited required supplementary information


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Other LiabilityOther LiabilityOther Liability
Incurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceIncurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceAs of December 31, 2020Incurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceAs of December 31, 2021
Years Ended December 31,Years Ended December 31,Total of IBNR Liabilities Plus Expected Development on Reported ClaimsCumulative Number of Reported ClaimsYears Ended December 31,Total of IBNR Liabilities Plus Expected Development on Reported ClaimsCumulative Number of Reported Claims
Accident
Year
Accident
Year
2011*2012*2013*2014*2015*2016*2017*2018*2019*2020Accident
Year
2012*2013*2014*2015*2016*2017*2018*2019*2020*2021
20111,126 1,075 1,124 1,076 1,406 1,447 1,469 1,537 1,509 1,594 46 383 
201220121,442 880 973 863 1,092 1,278 1,745 1,721 1,717 250 456 20121,442 880 973 863 1,092 1,278 1,745 1,721 1,717 1,796 $180 486 
201320131,914 1,876 1,617 1,580 1,804 2,068 1,651 1,667 345 343 20131,914 1,876 1,617 1,580 1,804 2,068 1,651 1,667 1,703 340 369 
201420142,183 1,964 1,921 2,154 3,107 3,013 2,832 779 434 20142,183 1,964 1,921 2,154 3,107 3,013 2,832 2,593 455 466 
201520152,946 2,652 2,862 3,549 3,334 2,860 1,260 440 20152,946 2,652 2,862 3,549 3,334 2,860 2,523 696 511 
201620162,689 2,794 3,135 3,180 2,735 1,677 323 20162,689 2,794 3,135 3,180 2,735 2,423 1,145 362 
201720174,964 3,089 4,555 3,966 2,521 304 20174,964 3,089 4,555 3,966 3,267 1,609 343 
201820184,256 4,278 3,010 2,286 218 20184,256 4,278 3,010 3,679 2,216 265 
201920195,457 2,849 2,512 92 20195,457 2,849 3,608 3,110 128 
202020202,932 2,789 46 20202,932 3,702 3,222 119 
202120214,362 3,238 137 
$26,162 $29,656 
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceCumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceCumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
Years Ended December 31,Years Ended December 31,Years Ended December 31,
Accident
Year
Accident
Year
2011*2012*2013*2014*2015*2016*2017*2018*2019*2020Accident
Year
2012*2013*2014*2015*2016*2017*2018*2019*2020*2021
201131 171 338 369 771 1,116 1,189 1,261 1,353 1,505 
2012201242 141 187 346 512 761 1,146 1,234 1,374 201242 141 187 346 512 761 1,146 1,234 1,374 1,460 
2013201365 195 281 573 798 1,048 1,153 1,215 201365 195 281 573 798 1,048 1,153 1,215 1,282 
2014201453 233 405 639 1,067 1,687 1,884 201453 233 405 639 1,067 1,687 1,884 1,989 
20152015123 374 600 945 1,187 1,258 2015123 374 600 945 1,187 1,258 1,523 
2016201654 137 355 558 783 201654 137 355 558 783 1,081 
2017201752 439 676 999 201752 439 676 999 1,387 
2018201852 345 504 201852 345 504 846 
20192019111 170 2019111 170 239 
2020202055 202055 196 
20212021719 
9,747 10,722 
All outstanding liabilities before 2011, net of reinsurance207 All outstanding liabilities before 2012, net of reinsurance225 
Liabilities for claims and claim adjustment expenses, net of reinsurance$16,622 Liabilities for claims and claim adjustment expenses, net of reinsurance$19,159 
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance*Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance*
YearsYears12345678910Years12345678910
2.4 %7.1 %6.9 %9.1 %12.7 %16.8 %13.8 %11.0 %7.8 %6.0 %4.5 %4.3 %6.2 %12.2 %12.8 %12.8 %13.4 %11.0 %3.1 %6.0 %
* Presented as unaudited required supplementary information* Presented as unaudited required supplementary information* Presented as unaudited required supplementary information


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All Other LinesAll Other LinesAll Other Lines
Incurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceIncurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceAs of December 31, 2020Incurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceAs of December 31, 2021
Years Ended December 31,Years Ended December 31,Total of IBNR Liabilities Plus Expected Development on Reported ClaimsCumulative Number of Reported ClaimsYears Ended December 31,Total of IBNR Liabilities Plus Expected Development on Reported ClaimsCumulative Number of Reported Claims
Accident
Year
Accident
Year
2011*2012*2013*2014*2015*2016*2017*2018*2019*2020Accident
Year
2012*2013*2014*2015*2016*2017*2018*2019*2020*2021
201159 23 86 222 210 210 212 207 206 206 3,818 
2012201218 25 14 2,708 201218 25 14 $— 479 
2013201313 10 12 3,068 2013— 13 10 12 — — — — 572 
2014201440 127 24 23 21 16 16 3,791 201440 127 24 23 21 16 16 — 1,051 
20152015168 132 108 113 98 98 5,122 2015168 132 108 113 98 98 19 — 1,167 
201620161,882 1,617 1,745 1,555 1,542 11 10,063 20161,882 1,617 1,745 1,555 1,542 1,051 1,288 
201720172,852 2,917 2,417 2,442 34 15,892 20172,852 2,917 2,417 2,442 1,935 2,128 
201820182,885 2,874 2,549 115 13,993 20182,885 2,874 2,549 2,520 57 2,021 
201920193,756 3,367 266 12,509 20193,756 3,367 3,219 169 1,434 
202020204,842 1,237 11,479 20204,842 5,129 602 1,241 
2021202123,365 4,412 3,911 
$15,063 $37,245 
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceCumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceCumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
Years Ended December 31,Years Ended December 31,Years Ended December 31,
Accident
Year
Accident
Year
2011*2012*2013*2014*2015*2016*2017*2018*2019*2020Accident
Year
2012*2013*2014*2015*2016*2017*2018*2019*2020*2021
2011204 206 206 206 206 206 206 
201220122012
201320132013— — — — — — — — — 
20142014100 16 16 16 16 16 2014— 100 16 16 16 16 16 
2015201563 98 98 99 98 98 201563 98 98 99 98 98 19 
20162016796 1,325 1,418 1,494 1,499 2016796 1,325 1,418 1,494 1,499 1,016 
201720171,412 2,099 2,203 2,321 20171,412 2,099 2,203 2,321 1,884 
201820181,309 2,123 2,325 20181,309 2,123 2,325 2,432 
201920191,903 2,532 20191,903 2,532 2,789 
202020202,291 20202,291 3,595 
2021202111,093 
11,289 22,835 
All outstanding liabilities before 2011, net of reinsurance68 All outstanding liabilities before 2012, net of reinsurance71 
Liabilities for claims and claim adjustment expenses, net of reinsurance$3,842 Liabilities for claims and claim adjustment expenses, net of reinsurance$14,481 
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance*Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance*
YearsYears12345678910Years12345678910
51.6 %29.4 %7.5 %7.5 %1.6 %2.3 %%%%%28.0 %29.0 %13.4 %8.5 %4.9 %4.1 %3.1 %2.1 %2.2 %1.0 %
* Presented as unaudited required supplementary information* Presented as unaudited required supplementary information* Presented as unaudited required supplementary information


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Total LinesTotal LinesTotal Lines
Incurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceIncurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceAs of December 31, 2020Incurred Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceAs of December 31, 2021
Years Ended December 31,Years Ended December 31,Total of IBNR Liabilities Plus Expected Development on Reported ClaimsCumulative Number of Reported ClaimsYears Ended December 31,Total of IBNR Liabilities Plus Expected Development on Reported ClaimsCumulative Number of Reported Claims
Accident
Year
Accident
Year
2011*2012*2013*2014*2015*2016*2017*2018*2019*2020Accident
Year
2012*2013*2014*2015*2016*2017*2018*2019*2020*2021
201114,456 14,923 16,636 17,578 17,620 17,854 18,419 18,834 18,793 19,076 1,128 6,538 
2012201221,857 21,831 20,697 21,053 20,331 20,058 20,646 20,690 20,651 1,540 5,393 201221,857 21,831 20,697 21,053 20,331 20,058 20,646 20,690 20,651 20,548 $989 4,154 
2013201324,661 24,755 24,280 21,361 21,342 21,506 21,465 21,631 2,000 5,907 201324,661 24,755 24,280 21,361 21,342 21,506 21,465 21,631 21,671 1,674 4,491 
2014201424,580 22,777 21,726 21,571 21,095 21,054 20,897 2,502 6,965 201424,580 22,777 21,726 21,571 21,095 21,054 20,897 20,183 1,939 5,075 
2015201525,757 26,614 26,414 25,450 25,650 22,518 3,202 9,507 201525,757 26,614 26,414 25,450 25,650 22,518 22,516 2,671 6,474 
2016201635,281 33,672 32,554 30,165 27,340 4,949 19,063 201635,281 33,672 32,554 30,165 27,340 26,550 3,044 11,499 
2017201743,499 35,113 32,685 30,847 6,630 29,426 201743,499 35,113 32,685 30,847 29,783 4,406 17,062 
2018201847,263 41,630 39,880 9,689 25,154 201847,263 41,630 39,880 38,108 6,195 14,810 
2019201957,778 51,600 16,282 22,421 201957,778 51,598 51,824 10,840 13,086 
2020202063,734 30,029 21,026 202063,734 64,362 15,773 13,343 
20212021127,981 41,149 18,290 
$318,174 $423,526 
Cumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceCumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of ReinsuranceCumulative Paid Claims and Allocated Claim Adjustment Expenses, Net of Reinsurance
Years Ended December 31,Years Ended December 31,Years Ended December 31,
Accident
Year
Accident
Year
2011*2012*2013*2014*2015*2016*2017*2018*2019*2020Accident
Year
2012*2013*2014*2015*2016*2017*2018*2019*2020*2021
20113,954 8,815 12,631 14,107 15,405 16,347 17,085 17,515 18,091 18,332 
201220126,143 11,996 14,480 16,249 17,196 18,188 19,098 19,399 19,704 20126,143 11,996 14,480 16,249 17,196 18,188 19,098 19,399 19,704 19,824 
201320136,799 12,602 15,984 17,708 19,246 19,712 20,129 20,121 20136,799 12,602 15,984 17,708 19,246 19,712 20,129 20,121 20,617 
201420146,011 12,005 14,814 16,666 17,260 18,238 18,507 20146,011 12,005 14,814 16,666 17,260 18,238 18,507 18,702 
201520156,275 13,785 16,512 18,046 18,923 19,340 20156,275 13,785 16,512 18,046 18,923 19,340 19,685 
201620168,110 16,791 19,677 20,780 22,138 20168,110 16,791 19,677 20,780 22,138 22,648 
201720178,903 17,555 20,809 22,673 20178,903 17,555 20,809 22,673 23,727 
2018201810,339 22,279 26,852 201810,339 22,279 26,852 29,479 
2019201913,215 27,174 201913,215 27,174 33,678 
2020202014,487 202014,487 34,437 
2021202138,435 
209,328 261,232 
All outstanding liabilities before 2011, net of reinsurance5,734 All outstanding liabilities before 2012, net of reinsurance5,157 
Liabilities for claims and claim adjustment expenses, net of reinsurance$114,580 Liabilities for claims and claim adjustment expenses, net of reinsurance$167,451 
Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance*Average Annual Percentage Payout of Incurred Claims by Age, Net of Reinsurance*
YearsYears12345678910Years12345678910
26.5 %29.7 %13.7 %7.6 %5.9 %4.3 %3.3 %2.0 %2.2 %1.0 %28.0 %29.0 %13.4 %8.5 %4.9 %4.1 %3.1 %2.1 %2.2 %1.0 %
* Presented as unaudited required supplementary information* Presented as unaudited required supplementary information* Presented as unaudited required supplementary information


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The reconciliation of the net incurred and paid claims development tables to the liability for unpaid loss and loss adjustment expense in the consolidated balance sheets is as follows:

December 31,December 31,
2020201920212020
Net outstanding liabilitiesNet outstanding liabilitiesNet outstanding liabilities
Workers' compensationWorkers' compensation$94,116 $74,722 Workers' compensation$133,811 $94,116 
Other liabilityOther liability16,622 20,561 Other liability19,159 16,622 
All other lines of businessAll other lines of business3,842 2,896 All other lines of business14,481 3,842 
Liabilities for unpaid loss and loss adjustment expense, net of reinsuranceLiabilities for unpaid loss and loss adjustment expense, net of reinsurance114,580 98,179 Liabilities for unpaid loss and loss adjustment expense, net of reinsurance167,451 114,580 
Reinsurance recoverable on unpaid claimsReinsurance recoverable on unpaid claimsReinsurance recoverable on unpaid claims
Workers' compensationWorkers' compensation259,220 237,088 Workers' compensation260,891 259,220 
Other liabilityOther liability43,592 41,873 Other liability50,765 43,592 
All other lines of businessAll other lines of business32,843 25,044 All other lines of business57,352 32,843 
Total reinsurance recoverable on unpaid claimsTotal reinsurance recoverable on unpaid claims335,655 304,005 Total reinsurance recoverable on unpaid claims369,008 335,655 
Unallocated loss adjustment expensesUnallocated loss adjustment expenses7,582 4,532 Unallocated loss adjustment expenses7,861 7,582 
Total liability for unpaid loss and loss adjustment expensesTotal liability for unpaid loss and loss adjustment expenses$457,817 $406,716 Total liability for unpaid loss and loss adjustment expenses$544,320 $457,817 


Note 16. Reinsurance
The Company utilizes reinsurance contracts to reduce its exposure to losses in all aspects of its insurance business. Such reinsurance permits recovery of a portion of losses from reinsurers, although it does not relieve the Company from its primary liability to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial strength of potential reinsurers and continually monitors the financial condition of its reinsurers.

Amounts recoverable from reinsurers are estimated based upon assumptions consistent with those used in establishing the liabilities related to the underlying reinsured contracts. The Company has diversified its credit risk related to the reinsurance ceded. There were no disputes with reinsurers as of December 31, 20202021 and 2019.2020. The Company has 0no reinsurance recoverables deemed uncollectible during the years ended December 31, 2021, 2020 2019 and 2018.2019.

The Company holds collateral on a funds held basis or requires collateral in a trust or as a letter of credit to secure recoverable balances from reinsurers not authorized in the insurance carriers state of domicile as follows:

December 31,December 31,
2020201920212020
Letters of creditLetters of credit$4,846 $65,877 Letters of credit$24,979 $4,846 
TrustTrust123,807 32,207 Trust126,404 123,807 
Funds heldFunds held143,528 165,698 Funds held156,401 143,528 
TotalTotal$272,181 $263,782 Total$307,784 $272,181 


Funds held in the table above represents only the portion of total funds held for which we require collateral to secure recoverable balances from reinsurers that are not authorized in the respective insurance carrier's state of domicile and does not include $43,009 and $31,176 of funds held for reinsurance companies that are authorized in the respective insurance carrier's state of domicile as of December 31, 2021 and 2020, respectively.
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The Company has unsecured aggregate recoverable for losses, paid and unpaid, loss adjustment expenses and unearned premiums with the following individual reinsurers, authorized or unauthorized, exceeding 5 percent of stockholders’ equity:

December 31,December 31,
2020201920212020
Arch Reins CoArch Reins Co$34,120 $36,551 Arch Reins Co$22,050 $34,120 
Markel Global Reins CoMarkel Global Reins Co77,222 65,211 Markel Global Reins Co66,933 77,222 


A summary of the impact of ceded reinsurance is as follows:

 Year Ended December 31, Year Ended December 31,
2020201920212020
GrossAssumedCededNetGrossAssumedCededNetGrossAssumedCededNetGrossAssumedCededNet
Losses and LAE liabilitiesLosses and LAE liabilities$445,867 $11,950 $(335,655)$122,162 $392,233 $14,483 $(304,005)$102,711 Losses and LAE liabilities$531,598 $12,722 $(369,008)$175,312 $445,867 $11,950 $(335,655)$122,162 
Unearned premiumsUnearned premiums155,404 2,583 (107,971)50,016 101,225 2,564 (80,088)23,701 Unearned premiums216,878 3,062 (129,411)90,529 155,404 2,583 (107,971)50,016 
Written premiumsWritten premiums476,342 7,907 (352,252)131,997 405,353 6,048 (325,837)85,564 Written premiums624,769 9,395 (394,888)239,276 476,342 7,907 (352,252)131,997 
Earned premiumsEarned premiums424,136 7,898 (323,567)108,467 391,312 6,491 (311,325)86,478 Earned premiums563,337 8,916 (373,573)198,680 424,136 7,898 (323,567)108,467 
Loss and loss adjustment expensesLoss and loss adjustment expenses211,096 2,579 (162,901)50,774 208,560 1,871 (165,770)44,661 Loss and loss adjustment expenses343,134 14,287 (226,649)130,772 211,096 2,579 (162,901)50,774 


Note 17. Leases
Adoption of Leases, Topic 842

On January 1, 2020, the Company adopted ASU No. 2016-02, Leases (Topic 842), and all related amendments under the modified retrospective approach. Under this transition approach, comparative prior periods, including disclosures, were not restated. The Company elected the transition package of practical expedients which, among other things, allowed the Company to carry forward historical lease classification. The Company chose not to elect the hindsight practical expedient. The Company has elected, as a practical expedient, to account for lease components and any non-lease components within a contract as a single lease component, and therefore allocates all of the expected lease payments to the lease component. The adoption of the standard did not have an impact on the Company's consolidated statements of operations and there was no adjustment to its retained earnings opening balance sheet as of January 1, 2020. The Company does not expect the adoption of the new standard to have a material impact on the Company's operating results on an ongoing basis. The most significant impact of the new lease standard was the recognition of right-of-use assets and lease liabilities for operating leases. On January 1, 2020, the adoption of the new standard resulted in the recognition of a right-of-use asset and total lease liability of $5,946.

The Company's leases consist of operating leases for office space and equipment. The Company determines if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets are recognized at commencement date based on the present value of lease payments over the lease term. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected, as a practical expedient, to account for lease components and any non-lease components within a contract as a single lease component, and therefore allocates all of the expected lease payments to the lease component. Some of the Company's leases include options to extend the term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain the Company will exercise that option. Our leases have remaining terms ranging from one month to 9042 months, some of which have options to extend the lease for up to 5 years. As of December 31, 2020,2021, the lease liability and right-of-use assets did not include the impact of any lease extension options as it is not reasonably certain that the Company will exercise the extension options.

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Total lease expense for the yearyears ended December 31, 2021 and 2020 was $2,459 and $2,501, inclusive of $25 and $362 in variable lease expense.expense, respectively. The Company also sublets some of its leased office space and recorded $100 and $84 of sublease income for the yearyears ended December 31, 2021 and 2020, respectively, which is included in other income on the consolidated statementstatements of operations. Total rent expense was $1,575 and $1,115 and sublease income was $90 and $309 for the yearsyear ended December 31, 2019, and 2018, respectively, which werewas recorded prior to the adoption of ASU 2016-02.

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Supplemental balance sheet information, the weighted average remaining lease term and weighted average discount rate related to leases were as follows:
December 31,
(dollars in thousands)2020
Right of use asset$6,338 
Lease liability$6,893 
Weighted average remaining lease term3.26 years
Weighted average discount rate6.37 %
December 31,December 31,
(dollars in thousands)20212020
Right of use asset$4,530 $6,338 
Lease liability$4,976 $6,893 
Weighted average remaining lease term2.42 years3.26 years
Weighted average discount rate6.33 %6.37 %

Future maturities of lease liabilities as of December 31, 20202021 are as follows:
Operating Leases
2021$2,457 
20222,363 
20231,781 
2024929 
202594 
Thereafter
Total lease payments7,624 
Less: imputed interest(731)
Total lease liabilities$6,893 

The Company had the following minimum annual commitments for payment of leases as of December 31, 2019:
Rent ExpenseOperating Leases
2020$1,718 
20211,614 
202220221,594 2022$2,428 
202320231,191 20231,846 
20242024669 2024971 
20252025102 
20262026
ThereafterThereafter46 Thereafter— 
Total lease paymentsTotal lease payments$6,832 Total lease payments5,354 
Less: imputed interestLess: imputed interest(378)
Total lease liabilitiesTotal lease liabilities$4,976 


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Note 18. Equity
Initial Public Offering and Reorganization

On July 20, 2020, Trean Insurance Group, Inc. closed the sale of 10,714,286 shares of its common stock in its IPO, comprised of 7,142,857 shares issued and sold by Trean Insurance Group, Inc. and 3,571,429 shares sold by selling stockholders. On July 22, 2020, Trean Insurance Group, Inc. closed the sale of an additional 1,207,142 shares by certain selling stockholders in the IPO pursuant to the exercise of the underwriters’ option to purchase additional shares to cover over-allotments. The IPO price per share was $15.00. The aggregate IPO price for all shares sold in the IPO was approximately $107,142 and the aggregate initial public offering price for all shares sold by the selling stockholders in the IPO was approximately $71,678. The shares began trading on the Nasdaq Global Select Market on July 16, 2020 under the symbol "TIG". The offer and sale was pursuant to a registration statement on Form S-1 (File No. 333-239291), which was declared effective by the SEC on July 15, 2020.

Trean Insurance Group, Inc. received net proceeds from the sale of shares in the IPO of approximately $93,139 after deducting underwriting discounts and commissions of $7,500 and offering expenses of $6,503. Trean Insurance Group, Inc. did not receive any proceeds from the sale of shares by the selling stockholders. In addition, and in conjunction with its IPO, Trean Insurance Group, Inc. issued 6,613,606 shares of common stock, with a purchase price value of $99,204, to acquire the remaining 55% ownership in Compstar Holding Company LLC. See "Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" for a detailed discussion of use of proceeds associated with the IPO.

In conjunction with the IPO and corporate restructuring, the Company paid a termination payment to Altaris Capital Partners, LLC in connection with the termination of the Company's consulting and advisory agreements as well as paid bonuses to employees and pre-IPO unitholders for the successful completion of the IPO. The aggregate amount of these payments totaled $11,054 and is included in other expenses on the consolidated statement of operations.

Prior to the completion of the above offering, the Company effected the following reorganization transactions: (i) each of Trean and BIC contributed all of their respective assets and liabilities to Trean Insurance Group, Inc., a newly formed direct subsidiary of BIC, in exchange for shares of common stock in Trean Insurance Group, Inc.; and (ii) upon the completion of
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the transfers by Trean and BIC, Trean and BIC were dissolved and distributed in-kind common shares to the pre-IPO unitholders.

Common Stock

The Company currently has authorized 600,000,000 shares of common stock with a par value of $0.01. As of December 31, 2021, and 2020 there were 51,176,887 and 51,148,782, respectively, shares of common stock issued and outstanding.

Members' Equity

Prior to the IPO, the Company had three classes of ownership units, each with its respective rights, preferences and privileges as follows:

1)Class A Units: ReceiveReceived an allocation of profits and losses incurred by the Company as well as maintainmaintained the right to receive distributions, along with Class B Units, on a pro rata basis prior to distributions made to other classes of ownership units.

2)Class B Units: ReceiveReceived an allocation of profits and losses incurred by the Company as well as maintainmaintained the right to receive distributions, along with Class A Units, on a pro rata basis prior to distributions made to other classes of ownership units. Class B maintainsmaintained both voting and non-voting units. Each Class B Voting Unit is entitled to one vote per Class B Voting Unit on each matter to which the members are entitled to vote. Class B Non-Voting Units maintainmaintained all rights, preferences and privileges allowed to Class B Voting Units with the exception of voting rights.

3)Class C Units: ReceiveReceived an allocation of profits and losses incurred by the Company. Participating Class C Units maintainmaintained the right to receive distributions after any Class A or Class B units based on the unit holders’ pro rata share.

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As part of the corporate reorganization performed in conjunction with the IPO of Trean Insurance Group, all ownership units were exchanged for a total of 37,386,394 shares of the Company's common stock.

Redeemable Preferred Stock

Trean Corp has designated and authorized 1,000,000 shares as Series A Redeemable Preferred Stock (Series A) which have no voting rights. The holder is entitled to receive annual cumulative dividends at 4.5% of the original cost per share. In the event of liquidation, dissolution, or winding up of the affairs of Trean Corp, liquidation distributions are made to preferred shareholders before common shareholders. Series A contained no conversion features. During 2019 the Company redeemed all of its remaining shares of Series A.

Benchmark Holding Company has designated and authorized 1,000,000 shares as Series B Redeemable Preferred Stock (Series B) which have no voting rights. The holder is entitled to receive annual cumulative dividends as a percentage of the original cost per share or the actual earning on the invested funds. In the event of liquidation, dissolution, or winding up of the affairs of Benchmark Holding Company, liquidation distributions are made to preferred shareholders before common shareholders. Series B contains no conversion features. The liquidation preference and redemptive value of Series B is equivalent to its carrying value as of December 31, 2019. The Company classified the shares of Series B within temporary equity on the consolidated balance sheets as of December 31, 2019, due to the liquidation rights associated with the termination of the shareholder customer agreement. In conjunction with the IPO of Trean Insurance Group, Inc. on July 15, 2020, the Company redeemed all of its remaining shares of Series B.

The cumulative dividends earned by Series B holders totaled $128 for the year ended December 31, 2020 which consist of the following (in thousands, except share and per share amounts):

 Year Ended December 31, 2020
Total DividendDividend per ShareWeighted
Average Shares
Dividends on preferred shares - Series B$128 $2,513.76 51.00


The cumulative dividends earned by Series A and Series B holders totaled approximately $254 and $225 for the years ended December 31, 2019 and 2018, respectively, which consist of the following (in thousands, except share and per share amounts):

 Year Ended December 31, 2019
Total DividendDividend per ShareWeighted
Average Shares
Dividends on preferred shares - Series A$43 $4,500.00 9.62
Dividends on preferred shares - Series B211 3,506.84 60.00
Total preferred share dividends$254 


Year Ended December 31, 2018
Total DividendDividend per ShareWeighted
Average Shares
Dividends on preferred shares - Series A$45 $4,500.00 10.00
Dividends on preferred shares - Series B180 3,459.72 51.95
Total preferred share dividends$225 


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Note 19. Earnings Per Share
Basic earnings per share (EPS)("EPS") is computed by dividing net income by the weighted average number of shares outstanding during reported periods. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during reported periods and is calculated using the treasury stock method. As a result of the Company's third quarter IPO and corporate reorganization, the number of shares used to compute earnings per share for pre-reorganization 2019 periods presented was retrospectively adjusted to reflect the recapitalization in a manner akin to a split-like situation.

The following table presents the calculation of basic and diluted EPS of common stock:

 Year Ended December 31, Year Ended December 31,
(in thousands, except share and per share amounts)(in thousands, except share and per share amounts)202020192018(in thousands, except share and per share amounts)202120202019
Net income - basic and dilutedNet income - basic and diluted$90,769 $31,285 $19,522 Net income - basic and diluted$19,330 $88,549 $28,126 
Weighted average number of shares outstanding - basicWeighted average number of shares outstanding - basic43,744,003 37,386,394 37,386,394 Weighted average number of shares outstanding - basic51,162,293 43,744,003 37,386,394 
Effect of dilutive securities:Effect of dilutive securities:Effect of dilutive securities:
Restricted stock unitsRestricted stock units741 Restricted stock units11,157 741 — 
Dilutive sharesDilutive shares741 Dilutive shares11,157 741 — 
Weighted average number of shares outstanding - dilutedWeighted average number of shares outstanding - diluted43,744,744 37,386,394 37,386,394 Weighted average number of shares outstanding - diluted51,173,450 43,744,744 37,386,394 
Excluded: Antidilutive common stock equivalentsExcluded: Antidilutive common stock equivalents39,808 89,920 0
Earnings per share:Earnings per share:Earnings per share:
BasicBasic$2.08 $0.84 $0.52 Basic$0.38 $2.02 $0.75 
DilutedDiluted$2.07 $0.84 $0.52 Diluted$0.38 $2.02 $0.75 


For the year ended December 31, 2020, a total of 89,920 stock options with an exercise price of $15.00 per share were excluded from the calculation of diluted EPS because the options' exercise price was greater than the average market price of common shares, resulting in an antidilutive effect.

Note 20. Accumulated Other Comprehensive Income (Loss)
The following table presents the changes in accumulated other comprehensive income for unrealized gains and losses on available-for-sale securities:

 Year Ended December 31, Year Ended December 31,
202020192018202120202019
Balance at beginning of periodBalance at beginning of period$4,821 $(2,003)$951 Balance at beginning of period$13,426 $6,500 $(3,483)
Other comprehensive income, net of tax:
Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:
Unrealized investment gains (losses):Unrealized investment gains (losses):Unrealized investment gains (losses):
Unrealized investment gains (losses) arising during the periodUnrealized investment gains (losses) arising during the period6,218 8,708 (3,964)Unrealized investment gains (losses) arising during the period(11,386)9,028 12,707 
Income tax expense (benefit)Income tax expense (benefit)1,313 1,831 (832)Income tax expense (benefit)(2,391)1,903 2,671 
Unrealized investment gains (losses), net of taxUnrealized investment gains (losses), net of tax4,905 6,877 (3,132)Unrealized investment gains (losses), net of tax(8,995)7,125 10,036 
Less: reclassification adjustments to:Less: reclassification adjustments to:Less: reclassification adjustments to:
Net realized investment gains (losses) included in net realized capital gains (losses)252 67 (225)
Income tax expense (benefit)53 14 (47)
Total reclassifications included in net income (loss), net of tax199 53 (178)
Net realized investment gains included in net realized gainsNet realized investment gains included in net realized gains59 252 67 
Income tax expenseIncome tax expense12 53 14 
Total reclassifications included in net income, net of taxTotal reclassifications included in net income, net of tax47 199 53 
Other comprehensive income (loss)Other comprehensive income (loss)4,706 6,824 (2,954)Other comprehensive income (loss)(9,042)6,926 9,983 
Balance at end of periodBalance at end of period$9,527 $4,821 $(2,003)Balance at end of period$4,384 $13,426 $6,500 


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Note 21. Stock Compensation
As of December 31, 2020,2021, the Company has one incentive plan, the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan, (the 2020"2020 Omnibus Plan)Plan"). The purposes of the 2020 Omnibus Plan are to provide additional incentive to selected officers, employees, non-employee directors, independent contractors and consultants of the Company whose contributions are essential to the growth and success of the business of the Company and its affiliates, in order to strengthen the commitment and motivate such individuals to faithfully and diligently perform their responsibilities and attract competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company and its affiliates. The 2020 Omnibus Plan is administered by the Company’s board of directors and provides for the issuance of up to 5,058,085 shares of the Company's common stock granted in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, other stock awards or any combination of the foregoing.

Stock Options

Compensation expense is recognized for all stock compensation arrangements by the Company. Stock compensation expense related to stock option awards was $164 and $61 for the yearyears ended December 31, 2021 and 2020.

Employee stock option awards granted set forth, among other things, the option exercise price, the option term, provisions regarding option exercisability and whether the option is intended to be an incentive stock option (ISO)("ISO") or a nonqualified stock option (NQSO)("NQSO"). Stock options may be granted to employees at such exercise prices as the Company’s board of directors may determine but not less than 100% of the fair market value of the underlying stock as of the date of grant. Employee options vest one third annually over a period of three years and have contractual terms of 10 years from the date of grant.

The fair value of each time-based vesting option award is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions noted in the following table. The Company’s expected volatility for the period was based on a weighted average expected volatility of an industry peer group of insurance companies of similar size, life cycle and lines of business. Expected term is calculated using the simplified method taking into consideration the option's contractual life and vesting terms. The Company’s stock option grants qualify as plain vanilla options and as such the Company uses the simplified method in estimating its expected option term as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its common shares have been publicly traded. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yields were not used in the fair value computations as the Company has never declared or paid dividends on its common stock and currently intends to retain earnings for use in operations.

2020
Expected volatility29.8%
Expected term6 years
Risk-free interest rate0.47%
20212020
Expected volatility29.8%29.8%
Expected term6 years6 years
Risk-free interest rate1.32%0.47%


A summary of the status of the Company's stock option activity as of December 31, 20202021 and changes during the year then ended are as follows:
Stock OptionsWeighted Average Exercise PriceStock OptionsWeighted Average Exercise Price
Balance outstanding, December 31, 2019$
Balance outstanding, December 31, 2020Balance outstanding, December 31, 202089,920 $15.00 
GrantedGranted89,920 $15.00 Granted60,729 $17.50 
Balance outstanding, December 31, 202089,920 $15.00 
Options exercisable, December 31, 2020$
Forfeited or cancelledForfeited or cancelled(30,462)$15.81 
Balance outstanding, December 31, 2021Balance outstanding, December 31, 2021120,187 $16.06 
Options exercisable, December 31, 2021Options exercisable, December 31, 202124,351 $15.00 


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The following table summarizes information regarding stock options outstanding as of December 31, 2020:2021:

Options OutstandingOptions Vested or Expected to VestOptions OutstandingOptions Vested or Expected to Vest
Stock OptionsStock OptionsNumber of SharesWeighted Average Exercise PriceWeighted Average Remaining Contract TermAggregate Intrinsic ValueNumber of SharesWeighted Average Exercise PriceWeighted Average Remaining Contract TermAggregate Intrinsic ValueStock OptionsNumber of SharesWeighted Average Exercise PriceWeighted Average Remaining Contract TermAggregate Intrinsic ValueNumber of SharesWeighted Average Exercise PriceWeighted Average Remaining Contract TermAggregate Intrinsic Value
2020 Omnibus Plan2020 Omnibus Plan89,920 $15.00 9.54 years$89,920 $15.00 9.54 years$2020 Omnibus Plan120,187 $16.06 8.70 years$— 120,187 $16.06 8.70 years$— 


The weighted average grant-date fair value of options granted infor the yearyears ended December 31, 2021 and 2020 was $5.49 and $4.43. The estimated fair value of restricted stock units is based on the grant date closing price of the Company's stock for time-based vesting awards. As of December 31, 2020,2021, total unrecognized compensation cost related to stock options was $337$361 and is expected to be recognized over a weighted average period of approximately 1.41.1 years.

Restricted Stock Units

Compensation expense relating to restricted stock unit grants was $1,358 and $445 for the yearyears ended December 31, 2021 and 2020. As of December 31, 20202021 there was $1,402$3,202 of total unrecognized compensation cost related to non-vested restricted stock unit grants. That cost is expected to be recognized over a weighted average expected life of 2.52.1 years. The total fair value of restricted stock units vested during the yearyears ended December 31, 2021 and 2020 was $498 and $174.

The Company has granted time-based restricted stock units ("RSUs"), performance stock units ("PSUs"), and market-based stock units ("MSUs") to certain key employees as part of the Company's long-term incentive program. The estimated fair value of restricted stock underlying these awardsunits is based on the grant date closing price of the Company's stock for time-based and performance-based vesting awards. A Monte Carlo valuation model is used to estimate the fair value for market-based vesting awards. RSUs generally vestsvest in three equal annual installments beginning one year from the grant date and isare amortized as compensation expense over the three-yearthree-year vesting period. The Company has also granted time-based restricted stock units to non-employee directors as part of the Company's annual director compensation program. Each time-based restricted stock grant to non-employee directors vests on the day immediately preceding the next annual meeting of stockholders following the date of grant assuming continued service on our board of directors through the vesting date. Thesegrant. The grants are amortized as director compensation expense over the twelve-month vesting period. The Company recognizes compensation expense on PSUs ratably over the requisite performance period of the award and to the extent management views the performance goal attainment as probable. The Company recognizes compensation expense on MSUs ratably over the requisite performance period of the award.

For the 2021 fiscal year, the Company granted PSUs to certain key employees pursuant to the Company's 2020 Omnibus Plan. The number of shares earned is based on the Company’s achievement of pre-established target threshold goals for total gross written premiums over a three-year performance measurement period. The performance goals allow for a payout ranging from 0% to 200% of the target award. If performance satisfies minimum requirements to result in shares being awarded, the number of shares will be determined between 50% and 200% of target thresholds, as defined in the applicable award agreements. Any earned PSU will vest if the employee’s service has been continuous through the vesting date. Any PSU not earned because of failure to achieve the minimum performance goal at the end of the performance period will be immediately forfeited. The grant date fair value of the PSUs was determined based on the grant date closing price of the Company’s stock.

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For the 2021 fiscal year, the Company granted MSUs to certain key employees pursuant to the Company's 2020 Omnibus Plan. The number of restricted stock units earned is based on the Company’s cumulative total shareholder return ("TSR"), as defined in the applicable award agreement, over a three-year performance measurement period. If TSR satisfies minimum requirements to result in shares being awarded, the number of shares will be determined between 50% and 200% shown in the table below. Any MSU not earned because of failure to achieve the minimum performance goal at the end of the performance period will be immediately forfeited. Grant date fair values were determined using a Monte Carlo valuation model based on the following assumptions:

Fiscal 2021
Total grant date fair value$845
Total grant date fair value per share$13.92
Expected volatility35.0%
Weighted average expected life2.77 years
Risk-free interest rate0.27%


The percent of the target MSU that will be earned based on the Company’s TSR is as follows:

Cumulative TSR %Percent of Units Vested
Below 25.1%—%
25.1%50%
47.2%100%
69.3% and above200%

A summary of the status of the Company’s non-vested restricted stock unit activity as of December 31, 20202021 and changes during the year then ended is as follows:
SharesWeighted Average Grant Date Fair Value
Non-vested outstanding, December 31, 2019$
Granted122,828 $15.04 
Vested(11,240)$15.51 
Non-vested outstanding, December 31, 2020111,588 $14.99 

RSUsMSUsPSUsTotal
SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
Non-vested outstanding, December 31, 2020111,588 $14.99 — $— — $— 111,588 $14.99 
Granted74,669 $16.14 60,715 $13.92 121,458 $17.50 256,842 $16.26 
Vested(34,686)$15.08 — $— — $— (34,686)$15.08 
Forfeited or cancelled(34,462)$15.55 (9,854)$13.92 (19,710)$17.50 (64,026)$15.90 
Non-vested outstanding, December 31, 2021117,109 15.53 50,861 13.92 101,748 17.50 269,718 15.97 


Note 22. Regulatory Matters
U.S. state insurance laws and regulations prescribe accounting practices for determining statutory net income and capital and surplus for insurance companies. In addition, state regulators may permit statutory accounting practices that differ from prescribed practices. Statutory accounting practices prescribed or permitted by regulatory authorities for the Company’s insurance company subsidiaries, Benchmark, ALIC, and 7710 & BSIC differ from GAAP. The principal differences between statutory accounting practices ("SAP") and GAAP as they relate to the financial statements of Benchmark, ALIC, 7710 and 7710BSIC are (i) policy acquisition costs are expensed as incurred under SAP, whereas they are deferred and amortized under GAAP, (ii) deferred tax assets are subject to more limitations regarding what amounts can be recorded under SAP and (iii) bonds are recorded at amortized cost under SAP and fair value under GAAP. Benchmark is domiciled in Kansas, ALIC is
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domiciled in Utah, and 7710 is domiciled in South Carolina.Carolina and BSIC is domiciled in Arkansas. As of December 31, 20202021 and 2019,2020, and during the years then ended, Benchmark, ALIC, 7710 and 7710BSIC met all regulatory requirements of the states in which they operate.

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Risk-based capital ("RBC") requirements as promulgated by the National Association of Insurance Commissioners ("NAIC") require property and casualty insurers to maintain minimum capitalization levels determined based on formulas incorporating various business risks (e.g. investment risk, underwriting profitability, etc.) of the insurance company subsidiaries. As of December 31, 20202021 and 2019,2020, the insurance company subsidiaries’ adjusted capital and surplus exceeded their authorized control level as determined by the NAIC’s risk-based capital models.

Summarized statutory basis information, which differs from GAAP, is shown below for Benchmark, ALIC, 7710 and 7710.BSIC.

2021
(in thousands, except percentages)BenchmarkALIC7710BSIC
Statutory capital and surplus$170,686 $6,321 $6,395 $19,977 
RBC authorized control level24,279 567 382 129 
Statutory net income (loss)(782)128 76 (23)
RBC percentage703 %1115 %1674 %15486 %

2020
(in thousands, except percentages)BenchmarkALIC7710
Statutory capital and surplus$173,241 $6,284 $6,370 
RBC authorized control level14,379 523 1,265 
Statutory net income20,475 111 519 
RBC percentage1205 %1202 %504 %


2019
(in thousands, except percentages)BenchmarkALIC
Statutory capital and surplus$135,941 $5,947 
RBC authorized control level13,862 733 
Statutory net income23,475 266 
RBC percentage981 %811 %


The amount of dividends that our insurance subsidiaries may pay in any twelve-month period, without prior approval by their respective domestic insurance regulators, is restricted under the laws of Kansas, California, Utah, South Carolina and South Carolina.Arkansas.

Under Kansas and California law, dividends payable from Benchmark without the prior approval of the applicable insurance commissioner must not exceed the greater of (i) 10% of Benchmark’s surplus as shown on the last statutory financial statement on file with the Kansas Insurance Department and the California Department of Insurance, respectively, or (ii) 100% of net income during the applicable twelve-month period (not including realized capital gains). Dividends shall not include pro rata distributions of any class of Benchmark's own securities. For the years ended December 31, 20202021 and 20192020 the Company could approve dividends without the approval of the state up to $23,475$20,474 and $13,551,$23,475, respectively. The Kansas Insurance Department does not have any limitations on the total amount of dividends paid.

Under Utah law, dividends payable from ALIC without the prior approval of the applicable insurance commissioner must not exceed the lesser of (i) 10% of ALIC’s surplus as shown on the last statutory financial statement on file with the Utah Insurance Department (ii) 100% of net income during the applicable twelve- month period (not including realized capital gains). Dividends shall not include pro rata distributions of any class of ALIC's own securities. For the years ended December 31, 20202021 and 20192020 the Company could approve dividends without the approval of the state up to $266$11 and $467,$266, respectively.

Under South Carolina law, dividends payable from 7710 without the prior approval of the applicable insurance commissioner are limited to the following during the preceding twelve months: (a) when paid from other than earned surplus must not exceed the lesser of: (i) 10% of 7710's surplus as regards policyholders as shown in 7710’s most recent annual statement; or (ii) the net income, not including net realized capital gains or losses as shown in the 7710's most recent annual statement; or (b) when paid from earned surplus must not exceed the greater of: (i) 10% of 7710's surplus as regards policyholders as shown in 7710’s most recent annual statement; or (ii) the net income, not including net realized capital gains or losses as shown in the 7710's most recent annual statement. Dividends shall not include pro rata distributions of any class of 7710’s own securities. For the year ended December 31, 2021 and 2020 the Company could approve dividends without the approval of the state up to $118.$519 and $118, respectively.

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Under Arkansas law, dividends payable from BSIC without the prior approval of the applicable insurance commissioner must not exceed the lesser of (i) 10% of BSIC’s surplus as shown on the last statutory financial statement on file with the Arkansas Insurance Department; or (ii) 100% of net income during the applicable twelve- month period (not including realized gains). Dividends shall not include pro rata distributions of any class of BSIC's own securities.

The insurance laws of Kansas require Benchmark to maintain minimum capital and surplus of $1,500. The insurance laws of Utah require ALIC to maintain minimum capital in the amount of $300. The insurance laws of South Carolina require 7710 to maintain minimum capital and surplus of $1,200. The insurance laws of Arkansas require BSIC to maintain minimum capital and surplus of $20,000.

Note 23. Employee Benefit Plan
The Company has a 401(k) Plan and Trust. This Plan covers all eligible employees of the Company. An employee becomes eligible on the first day of each calendar quarter if they are at least 21 years old. Participants may elect to contribute from 1 percent up to 15 percent of their salary annually. The Company matches 50 percent of each dollar an employee contributes on the first 5 percent of compensation. In addition, under the safe-harbor plan, the Company contributes 3 percent of each participant's gross wages regardless of the employee's contributions. The Company may also make discretionary profit sharing contributions. The employees vest 25 percent per year of service beginning in the second full year of service. The Company contributed approximately $1,373, $942 $721 and $662$721 to the plan for the years ended December 31, 2021, 2020 2019 and 2018,2019, respectively.

Note 24. Commitments and Contingencies
From time to time, the Company is subject to litigation related to its insurance business. Management does not believe that the Company is a party to any such pending litigation that would have a material adverse effect on its future operations.

Note 25. Transactions with Related Parties
In connection with our IPO, we entered into a director nomination agreement with the Altaris Funds, the Company's principal stockholder. So long as the Altaris Funds own 35% or more of our outstanding common stock, the Altaris Funds will have the right (but not the obligation) to nominate 3 individuals to our board of directors; so long as the Altaris Funds own 20% or more but less than 35% of our outstanding common stock, the Altaris Funds will have the right (but not the obligation) to nominate 2 individuals to our board of directors; and so long as the Altaris Funds own 10% or more but less than 20% of our outstanding common stock, the Altaris Funds will have the right (but not the obligation) to nominate 1 individual to our board of directors. Prior to the IPO, the Company paid a management fee to the Altaris Funds totaling $500 $1,000 and $1,000 for the years ended December 31, 2020 2019 and 2018,2019, respectively, which is included in general and administrative expenses on the consolidated statement of operations. In conjunction with the IPO in 2020, the Company paid a termination fee to the Altaris Funds totaling $7,639, which is included in other expenses on the consolidated statement of operations. As of December 31, 2019, the Company owed the Altaris Funds $83, which is included within accounts payable and accrued expenses on the 2019 consolidated balance sheet.

On July 6, 2021, Trean Corp purchased 100% ownership of WIC. Prior to the acquisition, WIC was partially owned by two employees of the Company. The Companytotal purchase price was owed amounts from TRI of $14$5,500, which includes $1,500 that is contingent on WIC's future earnings, as defined in the agreement. As of December 31, 2019, which2021, $1,500 of the total purchase price is outstanding and included in related party receivableswithin accounts payable and accrued expenses on the consolidated balance sheet.

The Company recorded and $200 $200 and $144 of revenue for consulting services provided to TRI for each the years ended December 31, 2021, 2020 2019 and 2018, respectively.2019.

Effective July 15, 2020, Trean Compstar Holdings LLC purchased the remaining ownership interest in Compstar (See Note 3). Prior to the acquisition, the Company owned a 45% interest in Compstar, a program manager that handles the underwriting, premium collection and servicing of insurance policies for the Company. The Company recorded $90,199 of gross earned premiums resulting in gross commissions of $17,709 for the year ended December 31, 2020 prior to the acquisition. The Company recorded $176,083 and $116,584 of gross earned premiums resulting in gross commissions of $37,034 and $24,711 due to Compstar for the yearsyear ended December 31, 2019 and 2018, respectively. All receivables are stated net of the commissions due under the Program Manager Agreement and totaled $22,207 as of December 31, 2019 which is recorded in related party receivables on the consolidated balance sheets.

Note 26. Subsequent Events
Events or transactions that occur after the balance sheet date, but before the consolidated financial statements are complete, are reviewed by the Company to determine if they are to be recognized and/or disclosed as appropriate.

Any effects of subsequent events that provide additional evidence about conditions that existed at the consolidated balance sheet date, including the estimates inherent in the process of preparing the consolidated financial statements, are recognized in the consolidated financial statements.2020.

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Schedule II. Condensed Financial Information of Registrant

Trean Insurance Group, Inc.
Condensed Balance SheetSheets
(in thousands, except share data)
December 31,
2020
Assets
Investment in subsidiaries$252,607 
Total investments252,607 
Cash and cash equivalents683 
Income taxes receivable4,579 
Intercompany receivables152,643 
Deferred tax asset257 
Total assets$410,769 
Liabilities
Accounts payable and accrued expenses$662 
Total liabilities662 
Stockholders' equity
Common stock, $0.01 par value per share (600,000,000 authorized; 51,148,782 issued and outstanding)511 
Additional paid-in capital287,110 
Retained earnings112,959 
Accumulated other comprehensive income9,527 
Total stockholders' equity410,107 
Total liabilities and stockholders' equity$410,769 
December 31,
20212020
Assets
Investment in subsidiaries$267,643 $252,607 
Total investments267,643 252,607 
Cash and cash equivalents4,242 683 
Income taxes receivable12,360 4,579 
Intercompany receivables135,369 152,643 
Deferred tax asset671 257 
Other assets1,930 — 
Total assets$422,215 $410,769 
Liabilities
Accounts payable and accrued expenses$306 $662 
Total liabilities306 662 
Stockholders' equity
Common stock, $0.01 par value per share (600,000,000 authorized; 51,176,887 and 51,148,782 issued and outstanding)512 511 
Additional paid-in capital288,623 287,110 
Retained earnings128,390 109,060 
Accumulated other comprehensive income4,384 13,426 
Total stockholders' equity421,909 410,107 
Total liabilities and stockholders' equity$422,215 $410,769 


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Schedule II. Condensed Financial Information of Registrant - (Continued)

Trean Insurance Group, Inc.
Condensed StatementStatements of Operations
(in thousands)
 Year Ended December 31,
2020
Revenues
Other revenue$300 
Total revenue300 
Expenses
General and administrative expenses1,118 
Other expenses11,054 
Noncash stock compensation506 
Interest expense299 
Total expenses12,977 
Loss before taxes(12,677)
Income tax benefit(1,993)
Loss before equity earnings of subsidiaries(10,684)
Equity earnings of subsidiaries101,453 
Net income$90,769 
 Year Ended December 31,
20212020
Revenues
Net investment income$$— 
Other revenue— 300 
Total revenue300 
Expenses
General and administrative expenses4,103 1,118 
Other expenses845 11,054 
Noncash stock compensation1,522 506 
Interest expense— 299 
Total expenses6,470 12,977 
Loss before taxes(6,461)(12,677)
Income tax benefit(1,712)(1,993)
Loss before equity earnings of subsidiaries(4,749)(10,684)
Equity earnings of subsidiaries24,079 99,233 
Net income$19,330 $88,549 


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Schedule II. Condensed Financial Information of Registrant - (Continued)

Trean Insurance Group, Inc.
Condensed StatementStatements of Cash Flows
(in thousands)
 Year Ended December 31,
2020
Operating activities
Net income$90,769 
Adjustments to reconcile net income to net cash from operating activities:
Stock compensation506 
Equity (earnings) losses in subsidiaries(101,453)
Deferred income taxes(257)
Changes in operating assets and liabilities:
Premiums and other receivables300 
Other assets(665)
Accounts payable and accrued expenses662 
Income taxes payable(4,579)
Intercompany receivables(7,099)
Net cash used in operating activities(21,816)
Investing activities
Capital contributions to subsidiaries(71,489)
Net cash used for investing activities(71,489)
Financing activities
Shares redeemed for payroll taxes(82)
Proceeds from initial public offering99,643 
Deferred offering costs(5,839)
Cash contributed in formation of the Company266 
Net cash provided by financing activities93,988 
Net increase in cash, cash equivalents and restricted cash683 
Cash, cash equivalents and restricted cash ‑ beginning of period
Cash, cash equivalents and restricted cash ‑ end of period$683 
 Year Ended December 31,
20212020
Operating activities
Net income$19,330 $88,549 
Adjustments to reconcile net income to net cash from operating activities:
Stock compensation1,522 506 
Equity (earnings) losses in subsidiaries(24,079)(99,233)
Deferred income taxes(414)(257)
Changes in operating assets and liabilities:
Premiums and other receivables— 300 
Other assets(1,930)(665)
Accounts payable and accrued expenses(357)662 
Income taxes payable(7,781)(4,579)
Intercompany receivables17,277 (7,099)
Net cash provided by (used in) operating activities3,568 (21,816)
Investing activities
Capital contributions to subsidiaries— (71,489)
Net cash used for investing activities— (71,489)
Financing activities
Shares redeemed for payroll taxes(94)(82)
Proceeds from short swing rule85 — 
Proceeds from initial public offering— 99,643 
Deferred offering costs— (5,839)
Cash contributed in formation of the Company— 266 
Net cash provided by (used in) financing activities(9)93,988 
Net increase in cash, cash equivalents and restricted cash3,559 683 
Cash, cash equivalents and restricted cash ‑ beginning of period683 — 
Cash, cash equivalents and restricted cash ‑ end of period$4,242 $683 


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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures
As of the end of the period covered by this report, management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 20202021 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms specified by the SEC.

Management's Report on Internal Control Over Financial Reporting
This annualAs of the end of the period covered by this report, does not include a reportmanagement conducted an evaluation, under the supervision and with the participation of management's assessment regardingour Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s internal control over financial reporting or an attestation reportbased on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the company's registered public accounting firm dueTreadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2021 to a transition period established by rulesprovide reasonable assurance regarding the reliability of financial reporting and the Securities and Exchange Commission for newly public companies.preparation of financial statements in accordance with U.S. GAAP.

As we are an "emerging growth company" under the JOBS Act of 2012, the Company's registered public accounting firm, Deloitte & Touche LLP, is not required to attest to the effectiveness of our internal control over financial reporting and no attestation report has been included in this annual report on Form 10-K.

Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by Item 10 is incorporated herein by reference to our Proxy Statement with respect to our 20212022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.

Our Code of Business Conduct and Ethics, as amended (the “Code”) is applicable to all officers, directors and employees. The Code is posted on our website at https://www.trean.com. Information contained on our website is not part of this Annual Report. We will satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code with respect to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions by disclosing the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

Item 11. Executive Compensation

The information required by Item 11 is incorporated herein by reference to our Proxy Statement with respect to our 20212022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is incorporated herein by reference to our Proxy Statement with respect to our 20212022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions and Director Independence

The information required by Item 13 is incorporated herein by reference to our Proxy Statement with respect to our 20212022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 14. Principal Accountant Fees and Services

The information required by Item 14 is incorporated herein by reference to our Proxy Statement with respect to our 20212022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Deloitte & Touche LLP (PCAOB ID no. 34) is our principal accountant.
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PART IV

Item 15. Exhibits and Financial Statement Schedules

Financial Statements
The following consolidated financial statements and supplementary data of the Company and its subsidiaries, required by Part II, Item 8 are filed herewith:
Report of Independent Registered Public Accounting Firm
Consolidated and Combined Balance Sheets as of December 31, 2021 and December 31, 2020
Consolidated and Combined Statements of Operations for the years ended December 31, 2021, December 31, 2020 and December 31, 2019
Consolidated and Combined Statements of Comprehensive Income for the years ended December 31, 2021, December 31, 2020 and December 31, 2019
Consolidated and Combined Statements of Stockholders’ Equity and Redeemable Preferred Stock for the years ended December 31, 2021, December 31, 2020 and December 31, 2019
Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2021, December 31, 2020 and December 31, 2019
• Notes to Consolidated and Combined Financial Statements

Exhibits
Exhibit NumberDescription
Amended and Restated Certificate of Incorporation of Trean Insurance Group, Inc. (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein)
Amended and Restated By-Laws of Trean Insurance Group, Inc. (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein)
Description of Securities
Registration Rights Agreement, dated as of July 20, 2020, among Trean Insurance Group, Inc. and the parties named therein (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein)
Reorganization Agreement, dated as of July 16, 2020, among Trean Insurance Group, Inc. and the parties named therein (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein)
Contribution Agreement, dated as of July 16, 2020, among Trean Insurance Group, Inc., BIC Holdings LLC and Trean Holdings LLC (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein)
Contribution Agreement, dated as of July 16, 2020, between Trean Insurance Group, Inc. and Trean Compstar Holdings LLC (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein)
Director Nomination Agreement, dated as of July 16, 2020, among Trean Insurance Group, Inc., AHP-BHC LLC, AHP-TH LLC, ACP-BHC LLC and ACP-TH LLC (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein)
Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein)
Termination Agreement, dated as of July 16, 2020, among Altaris Capital Partners, LLC, BIC Holdings LLC, Trean Holdings LLC and Trean Insurance Group, Inc. (filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on August 28, 2020 and incorporated by reference herein)
Agreement, dated as of June 3, 2020, among Blake Baker Enterprises I, Inc., Blake Baker Enterprises II, Inc., Blake Baker Enterprises III, Inc., Blake Baker, Compstar Holding Company LLC, Trean Holdings LLC and Trean Compstar Holdings LLC (filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed on June 19, 2020 and incorporated by reference herein)
Amendment No. 1 to Agreement, dated as of July 6, 2020, among Blake Baker Enterprises I, Inc., Blake Baker Enterprises II, Inc., Blake Baker Enterprises III, Inc., Blake Baker, Compstar Holding Company LLC, Trean Holdings LLC and Trean Compstar Holdings LLC (filed as Exhibit 10.5b to the Registrant’s Registration Statement on Form S-1A filed on July 9, 2020 and incorporated by reference herein)
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Exhibit NumberDescription
Director Nomination Agreement among Trean Insurance Group, Inc. and the Altaris Funds (filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on June 19, 2020 and incorporated by reference herein)
Restricted Stock Unit Award Agreement (filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1A filed on July 9, 2020 and incorporated by reference herein)
Non-Qualified Stock Option Award Agreement (filed as Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1A filed on July 9, 2020 and incorporated by reference herein)
Indemnification Agreement between Trean Insurance Group, Inc. and each of its directors and executive officers (filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed on June 19, 2020 and incorporated by reference herein)
Amended and Restated Credit Agreement, dated as of May 26, 2020, among Trean Holdings LLC, Trean Corporation, Trean Compstar Holdings LLC, Benchmark Administrators, LLC and First Horizon Bank, N.A. (filed as Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 filed on June 19, 2020 and incorporated by reference herein)
Second Amended and Restated Credit Agreement, dated as of July 16, 2020, among Trean Insurance Group, Inc., Trean Corporation, Trean Compstar Holdings LLC, Benchmark Administrators, LLC and First Horizon Bank, N.A. (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K filed March 26, 2021)
Form of Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 13, 2021)
Form of Market Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on May 13, 2021)
Subsidiaries of Trean Insurance Group, Inc.
Consent of Independent Registered Public Accounting Firm
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Exhibit NumberDescription
24.1+Power of Attorney (included on the signature pages hereto)
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933, as amended, or the Exchange Act.
** Represents management contracts and compensatory plans or arrangements.
+ Filed herewith.


Item 16. Form 10-K Summary

None.
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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 26, 2021.15, 2022.
TREAN INSURANCE GROUP, INC.
By:/s/ Andrew M. O'Brien
Andrew M. O'Brien
President and Chief Executive Officer and Director

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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that undersigned hereby constitute and appoint each of Andrew M. O’Brien, Julie A. Baron, Nicholas J. Vassallo and Joy N. Elder,Patricia A. Ryan, and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution, in any and all capacities, to, sign Trean Insurance Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, and any and all amendments and supplements thereto and all other instruments necessary or desirable in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, and take any other action or any type whatsoever in connection with the foregoing which in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with the Securities Exchange Act of 1934.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Andrew M. O'BrienPresident, Chief Executive Officer and DirectorMarch 26, 202115, 2022
Andrew M. O'Brien(Principal Executive Officer)
/s/ Julie A. BaronNicholas J. VassalloTreasurer and Chief Financial Officer Treasurer and SecretaryMarch 26, 202115, 2022
Julie A. BaronNicholas J. Vassallo(Principal Financial and Accounting Officer)
/s/ Daniel G. TullyChairman of the Board and DirectorMarch 26, 202115, 2022
Daniel G. Tully
/s/ Steven B. LeeDirectorMarch 26, 202115, 2022
Steven B. Lee
/s/ Mary A. ChaputDirectorMarch 26, 202115, 2022
Mary A. Chaput
/s/ David G. EllisonPhillip I. SmithDirectorMarch 26, 202115, 2022
David G. EllisonPhillip I. Smith
/s/ Randall D. JonesDirectorMarch 26, 202115, 2022
Randall D. Jones
/s/ Terry P. MayotteDirectorMarch 26, 202115, 2022
Terry P. Mayotte

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